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What changed in JBT Marel Corp's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of JBT Marel Corp's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+370 added−408 removedSource: 10-K (2026-03-02) vs 10-K (2025-02-28)

Top changes in JBT Marel Corp's 2025 10-K

370 paragraphs added · 408 removed · 239 edited across 9 sections

Item 1. Business

Business — how the company describes what it does

58 edited+21 added−46 removed30 unchanged
Biggest changeProducts in the further processing space include: • cookers, fryers, spiral and linear ovens and cooking systems, coating and seasoning applicators, pasteurizers, and proofers; • design, assembly, testing, and installation of self-stacking spiral ovens, freezers, chillers, individual quick freezing (IQF) systems, linear/impingement freezing systems, and flat product and contact freezers; • equipment to clean, mix, grade, sort, and blanch produce, fresh-cut salads, fruits, and vegetables; • powder and linear fillers, and vacuum fillers, a leading filler for high-value powdered food; • solutions for blending, filling, container handling and seaming on high-capacity beverage lines packaged in cans or bottles; • high-pressure processing equipment, supporting clean-label products and non-thermal preservation solutions for a broad array of market segments; • full line solutions for wet pet food producers; and • modularized tanks, skids, and bioreactors as well as installation of sanitary/high purity piping that plays a vital role in producing vaccines and medicines.
Biggest changeProducts in the further processing space include: • cookers, fryers, spiral and linear ovens and cooking systems, coating and seasoning applicators, pasteurizers, and proofers; • design, assembly, testing, and installation of self-stacking spiral ovens, freezers, chillers, individual quick freezing (IQF) systems, linear/impingement freezing systems, and flat product and contact freezers; • equipment to clean, mix, grade, sort, and blanch produce, fresh-cut salads, fruits, and vegetables; • powder and linear fillers, and vacuum fillers, a leading filler for high-value powdered food; • solutions for blending, filling, container handling and seaming on high-capacity beverage lines packaged in cans or bottles; • high-pressure processing equipment, supporting clean-label products and non-thermal preservation solutions for a broad array of market segments; • continuous extrusion cooking, drying, coating, and cooling equipment and process systems for the pet food, human food, and aqua-feed end market segments; • integrated solutions services for end-to-end facility and food safety design, process flows, total cost of ownership analysis, project management, commissioning, training, and process system auditing; • full line solutions for wet and dry pet food and treat producers; and • modularized tanks, skids, and bioreactors as well as installation of sanitary/high purity piping that plays a vital role in producing vaccines and medicines. 8 In the packaging space, we supply labeling and packaging systems, tray seal packaging equipment, weigh price labelers and case packers providing automatic in-line solutions for the food segment.
Available Information All periodic and current reports, registration statements, and other filings that we are required to make with the Securities and Exchange Commission (the "SEC"), including annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, proxy statements and other information are available free of charge through our website as soon as reasonably practicable after we file them with, or furnish them to, the SEC.
Available Information All periodic and current reports, registration statements, and other filings that we are required to make with the Securities and Exchange Commission (the “SEC”), including annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, proxy statements and other information are available free of charge through our website as soon as reasonably practicable after we file them with, or furnish them to, the SEC.
We actively employ a broad range of marketing programs to inform and educate customers, the media, industry analysts, and academia through targeted newsletters, our website, blogs, social media platforms, seminars, trade shows, user groups, and conferences. We regularly introduce new internal digital resources designed to accelerate the quote-to-order process, identify cross-selling opportunities between our separate businesses.
We actively employ a broad range of marketing programs to inform and educate customers, the media, industry analysts, and academia through targeted newsletters, our website, blogs, social media platforms, seminars, trade shows, user groups, and conferences. We regularly 9 introduce new internal digital resources designed to accelerate the quote-to-order process, identify cross-selling opportunities between our separate businesses.
Our global presence allows us to provide direct customized support to customers virtually anywhere they process food. Sale of AeroTech On August 1, 2023, we completed the sale of the AeroTech business segment ("AeroTech"). This sale was completed pursuant to the Stock and Asset Purchase Agreement, dated May 26, 2023, to sell AeroTech to Oshkosh Corporation.
Our global presence allows us to provide direct customized support to customers virtually anywhere they process food. Sale of AeroTech On August 1, 2023, we completed the sale of the AeroTech business segment (“AeroTech”). This sale was completed pursuant to the Stock and Asset Purchase Agreement, dated May 26, 2023, to sell AeroTech to Oshkosh Corporation.
Products in the secondary processing space include: • meat and poultry processing functions, including tenderization, portioners and waterjet portioners, slicers and cordon-bleu slicers, attribute scanners/sorters, injectors, scales and weighing systems, brine preparation, injection, marination, mixers, grinders, flatteners, formers, and tenderizers; • x-ray detection systems created for the unique needs of poultry and fish; • aseptic systems, including sterilizers, fillers, blow molders and controls that can be used for bulk or retail production of diverse products such as not-from concentrate orange juice, milk, alt-dairy, purees, soups, sauces, and concentrates; • flavor vats, batching systems, melting systems, and storage tanks; • fully integrated industrial preservation systems that enable production of extended shelf life and shelf-stable foods in a wide variety of flexible, rigid, and semi-rigid packages; • rotary and linear filling and closing technologies for metal cans, glass jars, glass and plastic bottles, and pouches; and • integrated solutions for the processing of extended shelf life and shelf-stable food and liquid products including a line of continuous hydrostatic sterilizers, continuous rotary sterilizers, batch retorts, heat exchangers, and thermal process controls.
Products in the secondary processing space include: • meat, fish, and poultry processing functions, including tenderization, portioners and waterjet portioners, slicers and cordon-bleu slicers, attribute scanners/sorters, injectors, scales and weighing systems, brine preparation, injection, marination, mixers, grinders, flatteners, formers, and tenderizers; • x-ray detection systems created for the unique needs of poultry, meat, and fish; • aseptic systems, including sterilizers, fillers, blow molders and controls that can be used for bulk or retail production of diverse products such as not-from concentrate orange juice, milk, alt-dairy, purees, soups, sauces, and concentrates; • flavor vats, batching systems, melting systems, and storage tanks; • fully integrated industrial preservat ion systems that enable production of extended shelf life and shelf-stable foods in a wide variety of flexible, rigid, and semi-rigid packages; • rotary and linear filling and closing technologies for metal cans, glass jars, glass and plastic bottles, and pouches; and • integrated solutions for the processing of extended shelf life and shelf-stable food and liquid products including a line of continuous hydrostatic sterilizers, continuous rotary sterilizers, batch retorts, heat exchangers, and thermal process controls.
Our equipment offerings include primary, secondary and further value-added processing, including equipment, solutions, software and services for live animal handling, stunning, slaughtering, scalding/dehairing, chilling, mixing/grinding, separation, injecting, blending, marinating, tumbling, flattening, forming, portioning, coating, cooking, frying, freezing, extracting, pasteurizing, sterilizing, concentrating, high pressure processing, weighing, inspecting (using the latest x-ray technology), filling, closing, sealing, end of line material handling, labeling, and packaging solutions, which support a large and growing portfolio of food, beverage, and health end markets.
Our equipment offerings include primary, secondary and further value-added processing, including standalone and full-line solutions, software and services for live animal handling, stunning, slaughtering, scalding/dehairing, chilling, mixing/grinding, separation, injecting, blending, marinating, tumbling, flattening, forming, portioning, coating, cooking, frying, freezing, extracting, pasteurizing, sterilizing, concentrating, high pressure processing, weighing, inspecting (using the latest x-ray technology), filling, closing, sealing, end of line material handling, labeling, and packaging solutions, which support a large and growing portfolio of food, beverage, and health end markets.
Risk Factors for a discussion of risks associated with our global operations. Customers No single JBT customer accounted for more than 10% of our total revenue in any of the last three fiscal years.
Risk Factors for a discussion of risks associated with our global operations. Customers No single customer accounted for more than 10% of our total revenue in any of the last three fiscal years.
We believe that appropriate precautions are taken to protect our employees and others from harmful exposure to potentially hazardous work environments, and that we operate in substantial compliance with all OSHA or similar regulations.
We believe that appropriate precautions are taken to protect our employees and others from harmful exposure to potentially hazardous work environments, and that we operate in substantial compliance with all OSHA and similar regulations.
The purpose of the Marel Transaction was to create a leading and diversified global food and beverage technology solutions provider by bringing together two renowned companies with long histories, complementary product portfolios, highly respected brands, and cutting-edge technology to enable global customers to more efficiently access industry leading technology worldwide. Refer to Note 22.
The purpose of the Marel Transaction was to create a leading and diversified global food and beverage technology solutions provider by bringing together two renowned companies with long histories, complementary product portfolios, highly respected brands, and cutting-edge technology to enable global customers to more efficiently access industry leading technology worldwide. Refer to Note 2.
Our purpose is to transform the future of food by providing solutions that substantially enhance our customers’ success, and in doing so design, produce and service sophisticated and critical products and systems for food and beverage companies that improve yields and boost efficiency. We were originally incorporated in Delaware in May 1994.
Our purpose is to transform the future of food by providing solutions that substantially enhance our customers’ success, and in doing so design, produce and service sophisticated and critical products and systems for food and beverage companies that increase yields, boost efficiency, and improve food safety. We were originally incorporated in Delaware in May 1994.
However, we do not believe that the loss of any one or group of related patents, trademarks, or licenses would have a material adverse effect on our overall business. Sources and Availability of Raw Materials We purchase carbon steel, stainless steel, aluminum, and/or steel castings and forgings both domestically and internationally.
However, we do not believe that the loss of any one or group of related patents, trademarks, or licenses would have a material adverse effect on our overall business. Sources and Availability of Raw Materials We purchase carbon steel, stainless steel, aluminum, and/or steel castings, forgings and sheet metal both domestically and internationally.
We also own numerous United States and foreign trademarks and trade names and have approximately 1,340 registrations and pending applications in the United States and abroad. Developing and maintaining a strong intellectual property portfolio is an important component of our strategy to extend our technology leadership.
We also own numerous United States and foreign trademarks and trade names and have approximately 1,172 registrations and pending applications in the United States and abroad. Developing and maintaining a strong intellectual property portfolio is an important component of our strategy to extend our technology leadership.
Our systems are typically customized to meet a large variety of customer application needs within food and beverage groups, including poultry, beef, pork, seafood, ready-to-eat meals, fruits, vegetables, plant-based meat alternatives, dairy, bakery, pet foods, soups, sauces, juices, and aqua feed. Thus, actual production capacity ranges vary and are dependent on the food and product packaging type being processed.
Our systems are typically customized to meet a large variety of customer application needs within food and beverage end markets, including poultry, beef, pork, seafood, ready-to-eat meals, fruits, vegetables, plant-based meat alternatives, dairy, bakery, pet foods, soups, sauces, juices, and aqua feed. Thus, actual production capacity ranges vary and are dependent on the food and product packaging type being processed.
This divestiture supported the Company's strategy to become a pure-play food and beverage solutions provider. For additional information, refer to Note 2. Discontinued Operations of the Notes to the Consolidated Financial Statements.
This divestiture supported the Company’s strategy to become a pure-play food and beverage solutions provider. For additional information, refer to Note 3. Discontinued Operations of the Notes to the Consolidated Financial Statements.
We provide engineering services and simulations to evaluate material handling requirements, standard and custom automated guided vehicle hardware and software, and stand-alone (JayBoT®) and fully integrated system hardware and software for a scalable solution that can be applied individually or across the entire customer enterprise. Aftermarket Products, Consumables, Parts, and Services .
We provide engineering services and simulations to evaluate material handling requirements, standard and custom automated guided vehicle hardware and software, and fully integrated system hardware and software for a scalable solution that can be applied individually or across the entire customer enterprise. Aftermarket Products, Consumables, Parts, and Services .
Integrated with hardware, Axin ranges from simple device control modules to total processing solutions, which include real-time monitoring and data analytics of key performance indicators such as yield, throughput, quality, capacity and labor efficiency. We also provide continuous, proactive service to our customers including the fulfillment of preventative maintenance agreements, such as PRoCARE ® and consulting services.
Integrated with hardware, AXIN ranges from simple machine control modules to total processing solutions, which include real-time monitoring and data analytics of key performance indicators such as yield, throughput, quality, capacity and labor efficiency. We also provide proactive services to our customers including the fulfillment of preventative maintenance agreements, such as PRoCARE® and consulting services.
In addition to sales and services offices based in more than 30 countries, we also support our customers in their development of new food products and processes as well as the refinement and testing of their current applications through 17 technical centers located in the United States (California, Florida, Iowa, Kansas, and Ohio), Mexico, Brazil, Belgium, Denmark, Germany, Italy, Spain, Sweden, and the Netherlands.
Including our sales and services offices, we have operations based in more than 30 countries, and we also support our customers in their development of new food products and processes as well as the refinement and testing of their current applications through 17 technical centers located in the United States (California, Florida, Iowa, Kansas, and Ohio), Mexico, Brazil, Belgium, Denmark, Germany, Italy, Spain, Sweden, and the Netherlands.
By working closely with our supply base, primarily through supply chain and strategic sourcing initiatives that include supply base consolidation, make versus buy decisions, value engineering and component standardization, and best cost country sourcing, we have improved lead times and stabilized raw material costs.
By working closely with our supply base, primarily through supply chain and strategic sourcing initiatives that include supply base consolidation, “make” versus “buy” decisions, value engineering and component standardization, and best cost country sourcing, we have improved lead times and stabilized raw material costs.
Our primary processing offerings increase food yield, lower energy and water usage, reduce food waste, and enhance food safety. In the primary processing space, we offer solutions for meat and poultry applications, and fruit and vegetable processing equipment.
Our primary processing offerings increase food yield, lower energy and water u sage, reduce food waste, and enhance food safety. In the primary processing space, we offer solutions for meat, fish, and poultry applications, and fruit and vegetable processing equipment.
As a result, many of our solutions seek to minimize food and packaging waste, extend food product life, optimize and reduce water and energy usage, increase yield and maximize efficiency. 9 Automated Systems .
As a result, many of our solutions seek to minimize food and packaging waste, extend food product life, opti mize and reduce water and energy usage, increase yield and maximize efficiency. Automated Systems .
We own a number of United States and foreign patents, trademarks, and licenses that are cumulatively important to our business. We own approximately 3,039 United States and foreign issued patents and have approximately 863 patent applications pending in the United States and abroad. Further, we license certain intellectual property rights to or from third parties.
We own a number of United States and foreign patents, trademarks, and licenses that are cumulatively important to our business. We own approximately 2,880 United States and foreign issued patents and have approximately 781 patent applications pending in the United States and abroad. Further, we license certain intellectual property rights to or from third parties.
Our principal executive offices are located at 70 West Madison, Suite 4400, Chicago, Illinois 60602 and our European headquarters is located at Austurhraun 9, 210 Gardabaer, Iceland. Operating results and additional financial data and commentary are provided in the Results of Continuing Operations section in Part II, Item 7.
Our principal executive offices are located at 333 West Wacker Drive, Suite 3400, Chicago, Illinois 60606 and our European headquarters is located at Austurhraun 9, 210 Gardabaer, Iceland. Operating results and additional financial data and commentary are provided in the Results of Continuing Operations section in Part II, Item 7.
Products in the primary processing space include: • poultry overhead and conveyance systems; • offal and feather processing; • meat and poultry processing applications, including stunning, bleeding, scalding, picking, evisceration, maceration, water re-use, paw processing, cut-up and deboning, wing segmentation, and skinning equipment; • pathogen protection for poultry and meat applications; • freezing, chilling, refrigeration, and proofing systems; • industrial citrus, tropical and temperate fruit and vegetable processing equipment, including cleaning, grading, storing, feeding, finishers, pulp systems, evaporators, ingredient recovery systems, slicing, washing, drying, transporting, and mixing; • specially formulated fruit and vegetable cleaners, post-harvest sanitizers, fungicides, and coatings; • skid-mounted products, including solutions for aseptic sterilization, bulk filling, and labelling, as well as ingredient and by-product recovery and clean-up systems; and • high-capacity industrial juice extractors; and • point of use produce juicers for retail markets. 8 The next step in the food processing cycle is secondary processing where the raw ingredients prepared through primary processing are transformed into consumable food products or are further preserved.
Products in the primary processing space include: • live bird handling systems; • poultry overhead and conveyance systems; • offal and feather processing; 7 • meat and poultry processing applications, including stunning, bleeding, scalding, picking, evisceration, maceration, water re-use, paw processing, cut-up and deboning, wing segmentation, and skinning equipment; • pathogen protection for poultry and meat applications; • freezing, chilling, refrigeration, and proofing systems; • industrial citrus, tropical and temperate fruit and vegetable processing equipment, including cleaning, grading, storing, feeding, finishers, pulp systems, evaporators, ingredient recovery systems, slicing, washing, drying, transporting, and mixing; • specially formulated fruit and vegetable cleaners, post-harvest sanitizers, fungicides, and coatings; • skid-mounted products, including solutions for aseptic sterilization, bulk filling, and labelling, as well as ingredient and by-product recovery and clean-up systems; and • high-capacity industrial juice extractors; and • point of use produce juicers for retail markets.
Our ability to provide comprehensive sales and service in all major regions of the world, by maintaining local personnel in region, differentiates us from regional competition. Geographic Information We have operations strategically positioned around the world to serve our existing equipment base located in more than 140 countries. See Item 1A.
Our ability to provide comprehensive sales and service in all major regions of the world, by maintaining local personnel in region, differentiates us from regional competition. Geographic Information We operate more than 50 manufacturing and distribution facilities, strategically positioned around the world to serve our existing equipment base. See Item 1A.
In the further processing space, we supply a comprehensive portfolio of high-volume industrial cooking and freezing solutions, in addition to capabilities in filling, mixing and blending, high pressure processing, fresh-cut produce, infant food, pet food, and pharma/nutraceuticals.
In the further processing space, we supply a comprehensive portfolio of high-volume industrial batch and continuous cooking and freezing solutions, in addition to capabilities in filling, mixing and blending, high pressure processing extrusions, fresh-cut produce, infant food, pet food, snacks, cereals, texturized vegetable and meat proteins, and pharma/nutraceuticals.
We also offer Axin, our advanced, overarching food processing software platform, which can be installed alongside our equipment and systems, as well as third-party equipment to optimize production and facilitate green reporting.
We offer AXIN, our advanced, overarching food processing software platform, which can be installed alongside our equipment and systems, as well as third-party equipment to optimize production, manage complex operating challenges and facilitate reporting regarding compliance.
All of our business lines serve highly competitive markets. JBT Marel's major competitors include, but are not limited to, Advanced Equipment Inc.; Alit SRL; Allpax Products, Inc.; Atlas Pacific Engineering Company, Inc.; Barry-Wehmiller Companies, Inc.; Brown International Corp.; CFT S.p.A.; Egemin Automation Inc.; Elettric 80 S.p.a.
All of our business lines serve highly competitive markets. JBT Marel’s major competitors include, but are not limited to, Advanced Equipment Inc.; Alit SRL; Allpax Products, Inc.; Atlas Pacific Engineering Company, Inc.; Baader GmbH & Co. KG; Barry-Wehmiller Companies, Inc.; Brown International Corp.; Bühler Group; DSI Dantech A/S; Duravant LLC; Elettric 80 S.p.a.
We are a recognized U.S. Department of Agriculture ("USDA") and Food and Drug Administration ("FDA") Food Process Authority and offer consulting services to help design food production processes in accordance with the USDA's and FDA's stringent requirements.
Department of Agriculture (“USDA”) and Food and Drug Administration (“FDA”) Food Process Authority and offer consulting services to help design food production processes in accordance with the USDA’s and FDA’s stringent requirements.
Our historically strong position in the markets we serve has provided us with a large installed base of systems and equipment that is a source of recurring revenue from our aftermarket parts and service offerings and re-build services for customer-owned equipment.
Our historically strong position in the markets we serve has provided us with a large installed base of systems and equipment that is a source of recurring revenue from our aftermarket parts and service offerings and re-build services for customer-owned equipment. We offer full service operating leases on certain high-capacity industrial extractors, which include routine parts and maintenance support.
Petrie held various engineering, quality, and operational positions at NCR Corporation. ROGER CLAESSENS became our Executive Vice President, Poultry in January 2025, following the close of the Marel Transaction. He had previously served as the Executive Vice President Poultry at Marel since September 2019. Mr.
ROGER CLAESSENS became our Executive Vice President, Poultry in January 2025, following the close of the Marel Transaction. He had previously served as the Executive Vice President Poultry at Marel since September 2019. ROBERT PETRIE was appointed as our Executive Vice President and President, Protein in September 2021. Mr.
Additionally, our automated guided vehicle systems offerings include stand-alone, fully integrated, and dual-mode robotic systems for material movement requirements with a wide variety of applications including automotive manufacturing, warehousing, and medical facilities.
Our solutions also support nutraceutical and powder applications. We also provide stand-alone, fully integrated, and dual-mode robotic automated guided vehicle systems for repetitive material handling requirements with a wide variety of applications, including automotive manufacturing, warehousing, and medical facilities.
Corcoran 42 Vice President, Corporate Controller and Chief Accounting Officer BRIAN A. DECK has been our Chief Executive Officer since December 2020 and served as President of JBT from December 2020 to January 2025. He was previously our interim Chief Executive Officer from June 2020 to December 2020. Mr.
DECK has been our Chief Executive Officer since December 2020 and served as President of JBT from December 2020 to January 2025. He was previously our interim Chief Executive Officer from June 2020 to December 2020. Mr. Deck served as our Vice President and Chief Financial Officer from February 2014 until December 2020. MATTHEW J.
In the packaging space, we supply packaging systems, tray seal packaging equipment, and case packers providing automatic in-line solutions for the food segment. Our tray sealing solutions help extend the shelf life of packaged food and can reduce plastic consumption versus traditional packaging methods, offering solutions in a wide range of industries including, food, pharmaceutical, and retail markets.
Our tray sealing solutions help extend the shelf life of packaged food and can reduce plastic consumption versus traditional packaging methods, offering solutions in a wide range of industries including, food, pharmaceutical, and retail markets. We are a recognized U.S.
Italia; Ferrum; Food Processing Equipment Company; FPS Process Foods Solutions; GEA Group AG; Krones; METALQUIMIA, S.A.; Mettler-Toledo International, Inc.; Morris & Associates, Inc.; MYCOM; Middleby Corporation; Nantong Freezing Equipment Company, Ltd.; Poly-clip system GmbH & Co. KG; Provisur Technologies, Inc.; Shibuya Corporation; Starfrost; Statco Engineering; Steriflow SAS.; Tetra Laval; Tecnopool S.p.A; Heinen Freezing GmbH & Co.
Italia; Ferrum; Fortifi Food Processing Solutions; FPS Process Foods Solutions; GEA Group AG; Heinen Freezing GmbH & Co. KG; Jarvis Products Corporation; Krones; METALQUIMIA, S.A.; Mettler-Toledo International, Inc.; Meyn Food Processing Technology B.V.; Middleby Corporation; Morris & Associates, Inc.; MYCOM; Nantong Freezing Equipment Company, Ltd.; Poly-clip system GmbH & Co.
Meister joined JBT in May 2019 as Vice President and CFO for JBT Protein, with responsibility for all accounting and finance activity for the Protein Division within the FoodTech segment.
MEISTER became our Chief Financial Officer in December 2020 after serving as the interim Chief Financial Officer since October 2020. Mr. Meister joined JBT in May 2019 as Vice President and CFO for JBT Protein, with responsibility for all accounting and finance activity for the Protein Division within the FoodTech segment.
We have operations strategically positioned around the world to serve our existing equipment installed base located in more than 100 countries. Our principal production facilities are located in the United States (Arkansas, California, Florida, Georgia, Kansas, New York, North Carolina, Ohio, Pennsylvania, Virginia and Wisconsin), Brazil, Belgium, Denmark, Germany, Iceland, Italy, Slovakia, Spain, Sweden, the Netherlands, and the United Kingdom.
Our principal production facilities are located in the United States (Arkansas, California, Florida, Georgia, Kansas, New York, North Carolina, Ohio, Pennsylvania, Virginia and Wisconsin), Brazil, Belgium, China, Denmark, Germany, Iceland, India, Italy, Slovakia, Spain, Sweden, the Netherlands, and the United Kingdom.
Prior to joining JBT, Ms. Siddons was President of the Industrial Solutions Division at Spectris plc, a supplier of precision instrumentation and controls, from February 2021 to October 2022 and Sector President of Retail Solutions at Marmon Holdings from 2017 to 2019. She also held various executive roles at Spatz Laboratories, ITW, and Snap-on Incorporated.
Siddons was President of the Industrial Solutions Division at Spectris plc, a supplier of precision instrumentation and controls, from February 2021 to October 2022 and Sector President of Retail Solutions at Marmon Holdings from 2017 to 2019. 14
Subsequent Events of the Notes to the Consolidated Financial Statements for additional information on the Marel Transaction. As described above, in conjunction with the combination of JBT and Marel, JBT changed its corporate name and stock ticker symbol to “JBT Marel Corporation” and “JBTM,” respectively, on January 2, 2025.
Acquisitions of the Notes to the Consolidated Financial Statements for additional information. In conjunction with the combination of JBT and Marel, JBT changed its corporate name and stock ticker symbol to “JBT Marel Corporation” and “JBTM,” respectively, on January 2, 2025. Shares of JBTM remain listed on the New York Stock Exchange (NYSE) with a secondary listing on Nasdaq Iceland.
MARY BETH SIDDONS became our Executive Vice President and President of Diversified Food & Health in January 2025, following the close of the Marel Transaction. Previously, Ms. Siddons served as President of JBT Diversified Food & Health North America from January 2024 to January 2025 and President of JBT Processing Group from October 2022 to January 2024.
Siddons served as President of JBT Diversified Food & Health North America from January 2024 to January 2025 and President of JBT Processing Group from October 2022 to January 2024. Prior to joining JBT, Ms.
Marvin was a corporate securities attorney with O’Connor Cavanagh Anderson Westover Killingsworth & Beshears in Phoenix, Arizona. LUIZ “AUGUSTO” RIZZOLO became the Executive Vice President, Regions and Integration in January 2025 after serving as the Executive Vice President and President, Diversified Food and Health from October 2022 to January 2025. Previously, Mr.
LUIZ “AUGUSTO” RIZZOLO became the Executive Vice President, Regions and Integration in January 2025 after serving as the Executive Vice President and President, Diversified Food and Health from October 2022 to January 2025. Previously, Mr. Rizzolo served as a President, Protein North America from 2020 through 2024.
DESCRIPTION OF BUSINESS We provide comprehensive solutions throughout the food production value chain extending from primary processing through packaging systems for a large variety of food and beverage groups, including poultry, beef, pork, seafood, ready-to-eat meals, fruits, vegetables, plant-based meat alternatives, dairy, bakery, pet foods, soups, sauces, juices, and aqua feed. Our solutions also support nutraceutical and powder applications.
For further segment information, see Part II, Item 7: Management’s Discussion and Analysis of Financial Condition and Results of Operations and Note 20 of the Notes to Consolidated Financial Statements in Part II, Item 8: Financial Statements and Supplementary Data of this Form 10-K. 6 DESCRIPTION OF BUSINESS We provide comprehensive solutions throughout the food production value chain, extending from primary processing through labeling and packaging systems for a large variety of food and beverage end markets, including poultry, beef, pork, seafood, ready-to-eat meals, fruits, vegetables, plant-based meat alternatives, dairy, bakery, pet foods, soups, sauces, juices, and aqua feed.
Sigurdsson was appointed Chief Executive Officer of Marel in December 2023, after leading Marel as Interim Chief Executive Officer since November of the same year.
ARNI SIGURDSSON was appointed as President of JBT Marel upon the closing of the Marel Transaction in January 2025. Prior to that, Mr. Sigurdsson served as Chief Executive Officer of Marel from December 2023, after leading Marel as Interim Chief Executive Officer from November of the same year.
KG; and Bühler Group. 10 We compete by leveraging our industry expertise to provide differentiated and proprietary technology, integrated systems, high product quality and reliability, and comprehensive aftermarket services for installed base of our equipment.
KG; ProMach Inc; Provisur Technologies, Inc.; Shibuya Corporation; Square Technology Group Co., Ltd; Starfrost; Statco Engineering; Steriflow SAS.; Tecnopool S.p.A; and Tetra Laval . We compete by leveraging our industry expertise to provide differentiated and proprietary technology, integrated systems, high product quality and reliability, and comprehensive aftermarket services for our installed base of equipment.
Deck 56 Chief Executive Officer Matthew J. Meister 46 Executive Vice President and Chief Financial Officer Arni Sigurdsson 41 President Shelley Bridarolli 54 Executive Vice President, Chief Human Resources Officer James L.
Meister 47 Executive Vice President and Chief Financial Officer Arni Sigurdsson 42 President Shelley Bridarolli 55 Executive Vice President, Chief Human Resources Officer James C.
Shares of JBTM remain listed on the New York Stock Exchange (NYSE) with a secondary listing on Nasdaq Iceland. Shares of JBTM commenced trading on both NYSE and Nasdaq Iceland on January 3, 2025. The combined company will initially operate through two segments, JBT and Marel, which are comprised of the legacy operations of each business.
Shares of JBTM commenced trading on both NYSE and Nasdaq Iceland on January 3, 2025. Business Segments Following the acquisition of Marel, we operated through two segments, JBT and Marel, which were comprised of the legacy operations of each business.
Working Capital Practices In order to provide, and install, custom designed equipment, companies in the food machinery industry generally generate customer deposits, or advance payments, before construction begins. For this reason, our business can be less working capital intensive than many other industrial capital goods industries. Human Capital Management We have employees geographically dispersed throughout the world.
Working Capital Practices In order to provide, and install, custom designed equipment, companies in the food machinery industry generally generate customer deposits, or advance payments, before construction begins.
We continually strive to improve existing products and develop new solutions by working closely with our customers to meet their evolving needs. The installed base also provides us with strong, long-term customer relationships from which we derive information for new product development to meet the evolving needs of our food processing customers.
The installed base of our systems and equipment also provides us with strong, long-term customer relationships from which we derive information for new product development to meet the evolving needs of our customers. We have operations strategically positioned around the world to serve our existing equipment installed base. We operate more than 50 manufacturing and distribution facilities worldwide.
You may access and read our SEC filings free of charge through our website at www.jbtc.com , under “Investor Relations – SEC Filings,” or the SEC’s website at www.sec.gov .
You may access and read our SEC filings free of charge through our website at ir.jbtmarel.com , under “SEC Filings,” or the SEC’s website at www.sec.gov . Investors and others should note that we may announce material information to our investors using our investor relations website ( ir.jbtmarel.com ), SEC filings, press releases, public conference calls and webcasts.
Sigurdsson joined Marel in 2014 as Head of Strategy, before transitioning to the role of Chief Strategy Officer & Executive Vice President of Strategic Business Units from 2020 to 2022. Before joining Marel, Mr. Sigurdsson worked at AGC Partners and Landsbanki Íslands, where he supported Marel in the acquisition of Stork Food Systems.
Sigurdsson joined Marel in 2014 as Head of Strategy, before transitioning to the role of Chief Strategy Officer and Executive Vice President of Strategic Business Units from 2020 to 2022. SHELLEY BRIDAROLLI became our Executive Vice President, Chief Human Resources Officer in September 2021. Prior to that, Ms.
ROBERT PETRIE was appointed as our Executive Vice President and President, Protein in September 2021. Mr. Petrie previously led JBT's Protein EMEA (Europe, Middle East, and Africa) business, with additional responsibility for JBT's Protein business in Asia. Mr.
Petrie previously led JBT’s Protein EMEA (Europe, Middle East, and Africa) business, with additional responsibility for JBT’s Protein business in Asia, from April 2019 to September 2021. 13 MARY BETH SIDDONS became our Executive Vice President and President of Diversified Food & Health in January 2025, following the close of the Marel Transaction. Previously, Ms.
We are a leading global supplier of robotic automated guided vehicle systems for material movement in the automotive, food and beverage, building materials, warehousing and healthcare industries.
We are a leading global supplier of robotic automated guided vehicle systems for material handling requirements with a wide variety of applications, including automotive manufacturing, warehousing, and medical facilities.
Order Backlog For information regarding our order backlog, refer to the section entitled “Inbound Orders and Order Backlog” in Item 7.
Those include service, parts availability, and machine optimization capabilities - powered by AXIN built on a digital infrastructure leveraging AI, machine learning, and predictive analytics. Order Backlog For information regarding our order backlog, refer to the section entitled “Inbound Orders and Order Backlog” in Item 7.
Marvin 64 Executive Vice President, Chief Legal Officer and Assistant Secretary Luiz "Augusto" Rizzolo 47 Executive Vice President, Regions and Integration Robert Petrie 55 Executive Vice President and President, Meat and Prepared Foods Roger Claessens 49 Executive Vice President and President, Poultry Mary Beth Siddons 61 Executive Vice President and President, Diversified Food and Health Jesper Hjortshoj 56 Executive Vice President and President, Fish and Retail Foodservice Solutions Jessi L.
Pelletier 48 Executive Vice President, General Counsel and Secretary Luiz “Augusto” Rizzolo 48 Executive Vice President, Regions and Integration Roger Claessens 50 Executive Vice President and President, Poultry Robert Petrie 56 Executive Vice President and President, Meat and Prepared Foods Mary Beth Siddons 62 Executive Vice President and President, Diversified Food and Health BRIAN A.
The information contained on or connected to our website, www.jbtc.com , is not incorporated by reference into this Annual Report on Form 10-K or any other report we file with the SEC. 13 INFORMATION ABOUT OUR EXECUTIVE OFFICERS The executive officers of JBT Corporation, together with the offices currently held by them, their business experience and their ages as of February 20, 2025, are as follows: Name Age Office Brian A.
INFORMATION ABOUT OUR EXECUTIVE OFFICERS The executive officers of JBT Marel Corporation, together with the offices currently held by them, their business experience and their ages as of February 23, 2026, are as follows: Name Age Office Brian A. Deck 57 Chief Executive Officer Matthew J.
SHELLEY BRIDAROLLI became our as Executive Vice President, Human Resources in September 2021. Prior to that, Ms. Bridarolli was the Senior Vice President Human Resources of Dana Incorporated from November 2018 until April 2020.
Bridarolli was the Senior Vice President Human Resources of Dana Incorporated from November 2018 until April 2021. JAMES C. PELLETIER became our Executive Vice President, General Counsel and Secretary in June 2025. Previously, Mr. Pelletier served as General Counsel and Chief Compliance Officer of Kymera International, an advanced specialty materials manufacturer, from 2024 to 2025.
We offer full service operating leases on certain high-capacity industrial extractors, which include routine parts and maintenance support. JBT's recurring revenue accounted for 49% of total revenue in 2024. We believe our success is derived from continued innovation, applying differentiated and proprietary technologies to meet customers’ food and beverage processing needs.
Recurring revenue accounted for 50% of total revenue in 2025. We believe our success is derived from continued innovation, applying differentiated and proprietary technologies to meet customers’ food and beverage processing needs. We continually strive to improve existing products and develop new solutions by working closely with our customers to meet their evolving needs.
Management’s Discussion and Analysis of Financial Condition and Results of Operations of this Annual Report on Form 10-K. Strategic Acquisition of Marel hf. On April 4, 2024, we entered into a definitive agreement (the "Transaction Agreement") to make a voluntary takeover offer (the "Offer") for all of the issued and outstanding shares of Marel hf. ("Marel").
Management’s Discussion and Analysis of Financial Condition and Results of Operations of this Annual Report on Form 10-K. Strategic Acquisition of Marel hf. On January 2, 2025, we completed the acquisition of Marel hf. (“Marel”), s ubsequently renamed JBT Marel ehf. (such acquisition, the “Marel Transaction”).
By prioritizing inclusion and belonging, we continue to strengthen our organization, empower our workforce, and reinforce JBT Marel’s position as a global industry leader. For details on risks related to management retention and attraction, see “Part 1. Item 1A. Risk Factors.” Our leadership's dedication ensures our ongoing growth and reinforces our inclusive competitive edge.
Our giving programs are aligned with the UN Sustainable Development Goals and include matching gift programs and local initiatives focused on food security, education, and community well-being. For details on risks related to management retention and attraction, see “Part 1. Item 1A. Risk Factors.” O ur leadership’s dedication ensures our ongoing growth and reinforces our inclusive competitive edge.
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Pursuant to this Offer, we closed the acquisition of Marel (the "Marel Transaction") on January 2, 2025, in accordance with the terms of the Transaction Agreement.
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During the fourth quarter of 2025, we realigned our reportable segments to better reflect the integration of our new operating model. We now operate through two reportable segments: Protein Solutions and Prepared Food and Beverage Solutions.
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The disclosures in this "Item 1. Business" of the Annual Report on Form 10-K speak to the combined company subsequent to the Marel Transaction unless otherwise noted.
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The Protein Solutions segment includes businesses that provide solutions for initial stage processing and harvesting of animal proteins, primarily focusing on poultry, pork, fish, and beef. Examples of core technologies include primary processing systems, cut-up, bone detection and removal, portioning, and robotic batching.
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We also provide stand-alone and fully integrated automated guided vehicle systems for repetitive material handling requirements for use in manufacturing, warehouse, and other facilities.
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The Prepared Food and Beverage Solutions segment includes businesses that offer solutions predominantly for downstream value-added preparation, preservation, and packaging of foods and beverages into ready to eat or drink products. This segment also includes capabilities for pet food, dairy, bakery, pharmaceutical and nutraceutical, and warehouse automation end markets.
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As part of our aftermarket program, we also provide a digital solution called OmniBlu™, a subscription-based offering including integrated best-in-class service, parts availability, and machine optimization capabilities - all supported by a powerful digital infrastructure leveraging AI, machine learning, and predictive analytics.
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Examples of core technologies include meat preparation, forming, cutting, slicing, cooking, freezing, extraction, blending, filling, preservation, labeling, packaging, and automated guided vehicles.
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We also offer Axin, an advanced, overarching food processing software platform, which can be installed alongside our equipment and systems, as well as third-party equipment to 7 optimize production.
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The next step in the food processing cycle is secondary processing where the raw ingredients prepared through primary processing are transformed into consumable food products or are further preserved.
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Integrated with hardware, Axin ranges from simple device control modules to total processing solutions, which include real-time monitoring and data analytics of key performance indicators such as yield, throughput, quality, capacity and labor efficiency. We provide continuous, proactive service to our customers including the fulfillment of preventative maintenance agreements, such as PRoCARE ® and consulting services.
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For this reason, our business can be less working capital intensive than many other industrial capital goods industries. 10 Hum an Capital Management As of December 31, 2025 , we employed approximately 11,500 people worldwide, with approximately 27% located in the United States. None of our employees in the United States are represented by collective bargaining agreements.
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As part of our aftermarket program, we also provide a digital solution called OmniBlu™, a subscription-based offering including best-in-class service, parts availability, and machine optimization capabilities - all supported by a powerful digital infrastructure leveraging AI, machine learning, and predictive analytics.
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Outside the United States, we maintain employment agreements where required or customary, consistent with local laws and practices. Approximately 75% of our international workforce is covered by employee representation bodies, including works councils and other formal structures. We have historically maintained constructive relationships with employees and have completed recent negotiations without work stoppages; however, future outcomes cannot be assured.
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KG; Square Technology Group Co., Ltd; DSI Dantech A/S; Duravant LLC; Fortifi Food Processing Solutions; ProMach Inc, Meyn Food Processing Technology B.V.; Jarvis Products Corporation; Frontmatec Group ApS; Baader GmbH & Co.
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Culture and Values. Our employees are essential to delivering on our purpose to Transform the Future of Food, and our culture is grounded in four core values: Create with Collaboration, Serve with Integrity, Grow with Excellence, and Advance with Innovation. These values shape how we work together and support our long-term competitiveness.
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We have approximately 12,200 employees worldwide, with approximately 28% located in the United States. None of our employees in the United States are represented by collective bargaining agreements. Outside the United States, we enter into employment contracts and agreements in those countries in which such relationships are mandatory or customary.
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They also reflect input from employees across both legacy companies and are foundational to building a unified, inclusive culture. Inclusion and Belonging. We are committed to fostering a workplace where employees feel included, valued, and connected.
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The provisions of these agreements correspond in each case with the required or customary terms in the subject jurisdiction. Approximately 74% of our international employees are covered by global employee representation bodies. We have historically maintained good employee relations and have successfully concluded all of our recent negotiations without a work stoppage.
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Following the combination of JBT and Marel, we are bringing together employees across functions and geographies to ensure inclusion and belonging are embedded in how we work globally. In addition, our Employee Network Communities (ENCs), including the Women’s Inclusion Network (WIN), Black Employees Supporting Talent (BEST), and a Global Veteran’s Network, provide forums for community-building, shared experiences, and professional development.
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However, we cannot predict the outcome of future contract negotiations. Our strong employee base, along with their commitment to our uncompromising values of create with collaboration, serve with integrity, grow with excellence, and advance with innovation, provide the foundation of our company’s success. Employee safety, and managing the risks associated with our workplace, is of paramount importance to us.
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Additional employee groups are established based on employee interest. We regularly gather employee feedback through surveys and other listening channels, and we use this information to develop targeted action plans that strengthen engagement across segments, functions and regions. Employee Safety and Well-Being. The safety and well-being of our employees, contractors, and visitors remains a top priority.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

102 edited+40 added−84 removed92 unchanged
Biggest changeAlthough we expect the combined company to generate annual run-rate cost synergies of more than $125 million within three years of the completion of the Marel Transaction, our ability to realize such anticipated synergies may be affected by a number of factors, including, but not limited to: the use of more cash or other financial resources on integration and implementation activities than anticipated; unanticipated increases in expenses unrelated to the Marel Transaction, which may offset the expected cost savings and other synergies from the Marel Transaction.
Biggest changeFor example, we may use more cash or other financial resources on integration and implementation activities than anticipated, and unanticipated increases in expenses unrelated to the Marel Transaction may offset the expected cost savings and other synergies from the Marel Transaction. 25 We have invested substantial resources in certain markets and strategic initiatives where we expect growth, and our business may suffer if we are unable to achieve the growth we expect.
If new or better developed products can be offered at more attractive prices, or if such products are more attractive than our products for other reasons (such as a higher 24 degree of functionality or improved ability to avoid production stoppages and downtime or a higher degree of quality control and value chain integration), demand for our products could fall or we may be required to lower our prices, which could have a material adverse effect on our business, results of operations and financial condition.
If new or better developed products can be offered at more attractive prices, or if such products are more attractive than our products for other reasons (such as a higher degree of functionality or improved ability to avoid production stoppages and downtime or a higher degree of quality control and value chain integration), demand for our products could fall or we may be required to lower our prices, which could have a material adverse effect on our business, results of operations and financial condition.
Whereas we seek to build in flexibility through the use of overtime, double shifts and temporary workforce, we may fail to align our staffing with our production requirements, which would expose us to increased costs and negatively affect our profitability. We rely on our ability to successfully grow our installed base through long-term customer relationships.
Whereas we seek to build in flexibility through the use of 16 overtime, double shifts and temporary workforce, we may fail to align our staffing with our production requirements, which would expose us to increased costs and negatively affect our profitability. We rely on our ability to successfully grow our installed base through long-term customer relationships.
Any failure or perceived shortcoming in the quality of the equipment or installation process may materially adversely affect the potentially larger revenues facilitated by long-term customer loyalty and negatively impact our ability to grow our installed base. 20 This risk is more pronounced with respect to greenfield and large projects.
Any failure or perceived shortcoming in the quality of the equipment or installation process may materially adversely affect the potentially larger revenues facilitated by long-term customer loyalty and negatively impact our ability to grow our installed base. This risk is more pronounced with respect to greenfield and large projects.
In addition, many of our customers and suppliers have unionized work forces. Strikes or work stoppages experienced by our customers or suppliers could have a material adverse effect on our business, results of operations and financial condition. If we cannot compete effectively, our business could be adversely affected. Across our operating segments, we operate in highly competitive markets.
In addition, many of our customers and suppliers have unionized work forces. Strikes or work stoppages experienced by our customers or suppliers could have a material adverse effect on our business, results of operations and financial condition. 21 If we cannot compete effectively, our business could be adversely affected. Across our operating segments, we operate in highly competitive markets.
We manufacture our products at facilities in the United States, Brazil, Belgium, China, Denmark, Germany, Iceland, Italy, Slovakia, Spain, Sweden, the Netherlands, and the United Kingdom. An interruption in production or service capabilities at any of our facilities as a result of equipment failure or any other reasons could result in our inability to manufacture our products.
We manufacture our products at facilities in the United States, Brazil, Belgium, China, Denmark, Germany, Iceland, India, Italy, Slovakia, Spain, Sweden, the Netherlands, and the United Kingdom. An interruption in production or service capabilities at any of our facilities as a result of equipment failure or any other reasons could result in our inability to manufacture our products.
We can provide no assurances as to the financial stability or viability of the option counterparties. 30 Conversion of the Notes or exercise of the warrants evidenced by the warrant transactions may dilute the ownership interest of existing stockholders. At our election, we may settle the Notes tendered for conversion entirely or partly in shares of our common stock.
We can provide no assurances as to the financial stability or viability of the option counterparties. Conversion of the Notes or exercise of the warrants evidenced by the warrant transactions may dilute the ownership interest of existing stockholders. At our election, we may settle the Notes tendered for conversion entirely or partly in shares of our common stock.
If we were to lose several significant agreements and if we were to fail to develop alternative business opportunities, then we could experience a material adverse effect on our business, financial condition, results of operations, and cash flows. We may lose money or not achieve our expected profitability on fixed-price contracts.
If we were to lose several significant agreements and if we were to fail to develop alternative business opportunities, then we could experience a material adverse effect on our business, financial condition, results of operations, and cash flows. 15 We may lose money or not achieve our expected profitability on fixed-price contracts.
High-capacity products or products with new technology may be more likely to experience reliability, quality, or operability problems. Even with rigorous testing prior to release and investment in product quality processes, problems may be found in newly developed or enhanced products after such products are launched and shipped to customers.
High-capacity products or products with new technology may be more likely to experience reliability, quality, or operability problems. 26 Even with rigorous testing prior to release and investment in product quality processes, problems may be found in newly developed or enhanced products after such products are launched and shipped to customers.
These factors include, among others: • economic downturns, inflationary and recessionary markets, including in capital and equity markets; • civil unrest, political instability, terrorist attacks, and wars; • nationalization, expropriation, or seizure of assets; • potentially unfavorable tax law changes; • inability to repatriate income or capital; • foreign ownership restrictions; • export regulations that could erode profit margins or restrict exports, including import or export licensing regulations; • trade restrictions, tariffs, and other trade protection measures, or price controls; • restrictions on operations, trade practices, trade partners, and investment decisions resulting from domestic and foreign laws and regulations; • compliance with the U.S.
These factors include, among others: • economic downturns, inflationary and recessionary markets, including in capital and equity markets; • civil unrest, political instability, terrorist attacks, and wars; • nationalization, expropriation, or seizure of assets; • potentially unfavorable tax law changes; • inability to repatriate income or capital; • foreign ownership restrictions; • export regulations that could erode profit margins or restrict exports, including import or export licensing regulations; • trade policies, including the imposition of tariffs or other trade restrictions, and other trade protection measures, or price controls; • restrictions on operations, trade practices, trade partners, and investment decisions resulting from domestic and foreign laws and regulations; • compliance with the U.S.
While we have policies and procedures in place designed to ensure compliance with applicable sanctions and trade restrictions, our employees or agents may take actions in violation of such policies and applicable law, and we could be held ultimately responsible.
While we have policies and procedures in place designed to ensure compliance with applicable sanctions and trade restrictions, our employees or agents may take 17 actions in violation of such policies and applicable law, and we could be held ultimately responsible.
These and any one or more of the factors listed below, among other things, could cause us not to achieve our revenue or profitability expectations in any given period and the resulting failure to meet such expectations could cause a drop in our stock price: • volatility in demand for our products and services, including volatility in growth rates in the food processing industry; • downturns in our customers’ businesses resulting from deteriorating domestic and international economies where our customers conduct substantial business; • increases in commodity prices resulting in increased manufacturing costs, such as petroleum-based products, metals or other raw materials we use in significant quantities; • supply chain delays and interruptions; • effects of tight labor market on our labor costs resulting from higher labor turnover, shortage of skilled labor, and higher labor absenteeism; • changes in pricing policies resulting from competitive pressures, including aggressive price discounting by our competitors and other market factors; • our ability to develop and introduce on a timely basis new or enhanced versions of our products and services; 18 • unexpected needs for capital expenditures or other unanticipated expenses; • changes in the mix of revenue attributable to domestic and international sales; • changes in the mix of products and services that we sell; • changes in foreign currency rates; • seasonal fluctuations in buying patterns; • future acquisitions and divestitures of technologies, products, and businesses; • changes to trade regulation, quotas, duties or tariffs, caused by the changing U.S. and geopolitical environments; and • cyber-attacks and other IT threats that could disable our IT infrastructure and create a meaningful inability to operate our business.
These and any one or more of the factors listed below, among other things, could cause us not to achieve our revenue or profitability expectations in any given period and the resulting failure to meet such expectations could cause a drop in our stock price: • volatility in demand for our products and services, including volatility in growth rates in the food processing industry; • downturns in our customers’ businesses resulting from deteriorating domestic and international economies where our customers conduct substantial business; • increases in commodity prices resulting in increased manufacturing costs, such as petroleum-based products, metals or other raw materials we use in significant quantities; • supply chain delays and interruptions; • effects of tight labor market on our labor costs resulting from higher labor turnover, shortage of skilled labor, and higher labor absenteeism; • changes in pricing policies resulting from competitive pressures, including aggressive price discounting by our competitors and other market factors; • our ability to develop and introduce on a timely basis new or enhanced versions of our products and services; • unexpected needs for capital expenditures or other unanticipated expenses; • changes in the mix of revenue attributable to domestic and international sales; • changes in the mix of products and services that we sell; • changes in foreign currency rates; • seasonal fluctuations in buying patterns; • future acquisitions and divestitures of technologies, products, and businesses; • changes to trade regulation, quotas, duties or tariffs; and • cyber-attacks and other IT threats that could disable our IT infrastructure and create a meaningful inability to operate our business.
Adverse national and global economic conditions could, among other things: • make it more difficult or costly for us to obtain necessary financing for our operations, our investments and our acquisitions, or to refinance our debt; • cause our lenders or other financial instrument counterparties to be unable to honor their commitments or otherwise default under our financing arrangements; • impair the financial condition of some of our customers, thereby hindering our customers’ ability to obtain financing to purchase our products and/or increasing customer bad debts; • cause customers to forgo or postpone new purchases in favor of repairing existing equipment and machinery, and delay or reduce preventative maintenance, thereby reducing our revenue and/or profits; • negatively impact our customers’ ability to raise pricing to counteract increased fuel, labor, and other costs, making it less likely that they will expend the same capital and other resources on our equipment as they have in the past; • impair the financial condition of some of our suppliers thereby potentially increasing both the likelihood of our having to renegotiate supply terms on terms that may not be as favorable to us and the risk of non-performance by suppliers; • negatively impact global demand for technologically sophisticated food production equipment, which could result in a reduction of sales, operating income, and cash flows; • negatively affect the rates of expansion, consolidation, renovation, and equipment replacement within the food processing industry, which may adversely affect the results of operations of our business; and • impair the financial viability of our insurers.
Adverse national and global economic conditions could, among other things: • make it more difficult or costly for us to obtain necessary financing for our operations, our investments and our acquisitions, or to refinance our debt; • cause our lenders or other financial instrument counterparties to be unable to honor their commitments or otherwise default under our financing arrangements; • impair the financial condition of some of our customers, thereby hindering our customers’ ability to obtain financing to purchase our products and/or increasing customer bad debts; • cause customers to forgo or postpone new purchases in favor of repairing existing equipment and machinery, and delay or reduce preventative maintenance, thereby reducing our revenue and/or profits, including by impeding growth in aftermarket revenue opportunities in the longer term; • negatively impact our customers’ ability to raise pricing to counteract increased fuel, labor, and other costs, making it less likely that they will expend the same capital and other resources on our equipment as they have in the past; • impair the financial condition of some of our suppliers thereby potentially increasing both the likelihood of our having to renegotiate supply terms on terms that may not be as favorable to us and the risk of non-performance by suppliers; • negatively impact global demand for technologically sophisticated food production equipment, which could result in a reduction of sales, operating income, and cash flows; • negatively affect the rates of expansion, consolidation, renovation, and equipment replacement within the food processing industry, which may adversely affect the results of operations of our business; and • impair the financial viability of our insurers.
An outbreak or pandemic stemming from H5N1 (avian flu), BSE (mad cow disease), African swine fever (pork) or any other animal related disease strains could reduce the availability of poultry or beef that is processed for the restaurant, food service, wholesale or retail consumer.
An outbreak or pandemic stemming from H5N1 (avian flu), BSE (mad cow disease), African swine fever (pork) or any other animal related disease strains could reduce the availability of poultry or beef that is processed for restaurant, food service, wholesale or retail consumers.
Our operations and industries are subject to a variety of U.S. and international laws, which can change. We therefore face uncertainties with regard to lawsuits, regulations, and other related matters.
In addition, our operations and industries are subject to a variety of U.S. and international laws, which can change. We therefore face uncertainties with regard to lawsuits, regulations, and other related matters.
Moreover, if we fail for any reason to deliver a solution in line with the needs and expectations of our customers, our costs may rise if it is required to re- design or otherwise bear the risk of unforeseen delays or costs. If we fail to recoup such costs, our profit margins may deteriorate.
Moreover, if we fail for any reason to deliver a solution in line with the needs and expectations of our customers, our costs may rise if we are required to re-design or otherwise bear the risk of unforeseen delays or costs. If we fail to recoup such costs, our profit margins may deteriorate.
RISKS RELATED TO THE MAREL TRANSACTION We may not realize some or all of the expected benefits and synergies from the Marel Transaction or do so within the intended timeframe and the integration costs may exceed estimates. On January 2, 2025, we closed the voluntary takeover offer for all of the issued and outstanding shares of Marel.
We may not realize some or all of the expected benefits and synergies from the Marel Transaction or do so within the intended timeframe and the integration costs may exceed estimates. On January 2, 2025, we closed the voluntary takeover offer for all of the issued and outstanding shares of Marel.
Marel was not previously subject to the information and reporting requirements of the Exchange Act, the Sarbanes-Oxley Act or other U.S. federal securities laws, including the compliance obligations relating to, among other things, the maintenance of a system of internal controls as contemplated by the Exchange Act and the Sarbanes-Oxley Act.
Prior to the acquisition, Marel was not subject to the information and reporting requirements of the Exchange Act, the Sarbanes-Oxley Act or other U.S. federal securities laws, including the compliance obligations relating to, among other things, the maintenance of a system of internal controls as contemplated by the Exchange Act and the Sarbanes-Oxley Act.
Foreign, federal, state and local regulatory and legislative bodies have proposed various legislative and regulatory measures relating to increased transparency and standardization of reporting related to factors that may be contributing to climate change, regulating GHG emissions, and energy policies.
Foreign, federal, state and local regulatory and legislative bodies have proposed and some are implementing various legislative and regulatory measures relating to increased transparency and standardization of reporting related to factors that may be contributing to climate change, regulating GHG emissions, and energy policies.
Any failure to continue to further develop and update Axin, including with respect to the user experience and system installations and upgrades, could have a material adverse effect on our business, results of operations and financial condition.
Any failure to continue to further develop and update our software solutions, including with respect to the user experience and system installations and upgrades, could have a material adverse effect on our business, results of operations and financial condition.
In the event of a default and our inability to obtain a waiver of the default, all amounts outstanding under loan agreements could be declared immediately due and payable. Our failure to comply with these covenants could adversely affect our results of operations and financial condition. Fluctuations in interest rates could adversely affect our results of operations and financial position.
In the event of a default and our inability to obtain a waiver of the default, all amounts outstanding under loan agreements could be declared immediately due and payable. Our failure to comply with these covenants could adversely affect our results of operations and financial condition.
If we are unable to do this in a timely and cost-effective manner, especially in light of demands on our information technology resources, our ability to capture and process financial transactions and therefore our business, financial condition, results of operations, and cash flows may be materially adversely impacted.
If we are unable to do this in a timely and cost-effective manner, especially in light of demands on our information technology resources, our business, financial condition, results of operations, and cash flows may be materially adversely impacted.
We may face risks associated with maintaining a subsidiary in Russia, or with any international operations in Russia or Belarus, including risks associated with our compliance with evolving international sanctions and potential reputational harm as a result of operations in Russia or Belarus.
We may face risks associated with maintaining a subsidiary in Russia, or with any international operations in Russia or Belarus, including risks associated with our compliance with evolving international sanctions, potential reputational harm as a result of operations in Russia or Belarus, and challenges with international transfers of funds held in Russia.
In the event of a stoppage in production at any of our facilities, even if only temporary, or if we experience delays as a result of events that are beyond our control, delivery times to our customers could be severely affected.
In the event of a stoppage in production at any of our facilities, even if only temporary, or if we experience delays as a result of events that are beyond our control, delivery times to our customers could be severely affected. Any significant delay in deliveries to our customers could lead to cancellations.
Increasing attention to climate change, increasing societal expectations on companies to address climate change and changes in consumer preferences may result in increased costs, reduced demand for our products and the products of our customers, reduced profits, risks associated with new regulatory requirements, risks to our reputation and the potential for increased litigation and governmental investigations.
Continued attention to climate change, including societal, consumer and investor expectations on companies to address climate change and changes in consumer preferences may result in increased costs, reduced demand for our products and the products of our customers, reduced profits, risks associated with new legislative or regulatory requirements, risks to our reputation and the potential for increased litigation and governmental investigations.
Because different food types and food packaging can quickly go in and out of style as a function of dietary, health, convenience, or sustainability trends, food processors can be challenged in accurately forecasting their needed manufacturing capacity and the related investment in equipment and services.
Because different food types and food packaging can quickly go in and out of style as a function of dietary, health, convenience, or sustainability trends, food processors can be challenged in accurately forecasting their needed manufacturing capacity.
We operate manufacturing facilities in many countries other than the United States, the largest of which are located in Brazil, Belgium, China, Denmark, Germany, Iceland, Italy, Slovakia, Spain, Sweden, the Netherlands, and the United Kingdom. International sales accounted for 46% of JBT's 2024 revenue.
We operate manufacturing facilities in many countries other than the United States, the largest of which are located in Brazil, Belgium, China, Denmark, Germany, Iceland, India, Italy, Slovakia, Spain, Sweden, the Netherlands, and the United Kingdom. International sales accounted for 62% of our 2025 revenue.
These anti-takeover provisions could substantially impede the ability of public stockholders to benefit from a change-in-control or a change in our management or Board of Directors and, as a result, may adversely affect the marketability and market price of our common stock. Our indebtedness increased substantially following the consummation of the Marel Transaction.
These anti-takeover provisions could substantially impede the ability of public stockholders to benefit from a change-in-control or a change in our management or Board of Directors and, as a result, may adversely affect the marketability and market price of our common stock. 29
However, it is possible that we may experience delays in implementing or be unable to implement the required internal financial reporting controls and procedures, which could result in increased costs, enforcement actions, the assessment of penalties and civil suits, failure to meet reporting obligations and other material and adverse events that could have a negative effect on our operations.
However, it is possible that we may experience delays in implementing the appropriate internal controls and procedures relating to Marel's operations, which could result in increased costs, enforcement actions, the assessment of penalties and civil suits, failure to meet reporting obligations and other material and adverse events that could have a negative effect on our operations.
Our profitability may be adversely affected during any periods of unexpected or rapid increases in interest rates on our variable rate debt. A significant increase in interest rates may significantly increase our cost of borrowings and reduce the availability and increase the cost of obtaining new debt and refinancing existing indebtedness.
In addition, our profitability may be adversely affected during any periods of unexpected or rapid increases in interest rates on our variable rate debt. We have taken steps to mitigate; however, a significant increase in interest rates may significantly increase our cost of borrowings and reduce the availability and increase the cost of obtaining new debt and refinancing existing indebtedness.
Any significant delay in deliveries to our customers could lead to cancellations. 19 Our operations are also dependent on our ability to protect our facilities, computer equipment and the information stored in our databases from damage by, among other things, earthquake, fire, natural disaster, explosions, power loss, telecommunications failures, hurricane, and other catastrophic events.
Our operations are also dependent on our ability to protect our facilities, computer equipment and the information stored in our databases from damage by, among other things, earthquake, fire, natural disaster, explosions, power loss, telecommunications failures, hurricane, and other catastrophic events.
The Hedge Transactions are expected generally to reduce the potential dilution to our common stock upon any conversion of Notes and/or offset any cash payments we are required to make in excess of the principal amount of converted Notes, as the case may be.
We also entered into warrant transactions with the option counterparties in each offering of the Notes. The Hedge Transactions are expected generally to reduce the potential dilution to our common stock upon any conversion of Notes and/or offset any cash payments we are required to make in excess of the principal amount of converted Notes, as the case may be.
In addition, it is periodically necessary to replace, upgrade, or modify our internal information systems. For example, we are currently in the process of implementing common Enterprise Resource Planning ("ERP") systems across the majority of our businesses.
In addition, it is periodically necessary to replace, upgrade, or modify our internal information systems. For example, we are currently in the process of implementing common Enterprise Resource Planning (“ERP”), customer relationship management, and other information technology systems across the majority of our businesses.
Since our recurring revenue is dependent on growers’ and farmers’ ability to provide high quality crops to certain of our customers, our business, financial condition, results of operations, and cash flows could be materially adversely impacted in the event of a freeze, hurricane, drought, or other natural disaster. Customer sourcing initiatives may adversely affect our new equipment and aftermarket businesses.
Since our recurring revenue is dependent on growers’ and farmers’ ability to provide high quality crops, poultry or livestock to certain of our customers, our business, financial condition, results of operations, and cash flows could be materially adversely impacted in the event of a freeze, hurricane, drought, or other natural disaster.
Currency fluctuations may also result in our systems and services becoming more expensive and less competitive than those of other suppliers in the foreign countries in which we sell our systems and services.
Currency fluctuations may also result in our systems and services becoming more expensive and less competitive than those of other suppliers in the foreign countries in which we sell our systems and services. Our indebtedness increased substantially following the consummation of the Marel Transaction.
If such legislation or regulations are enacted, we could incur increased energy, environmental and other costs and we may need to make capital expenditures to comply with these legislative and regulatory requirements. Failure to comply with these regulations could result in monetary penalties and could adversely affect our business, financial condition, results of operations and cash flows.
The enactment of such legislation or regulations could increase energy, environmental, compliance and other costs and we may need to make capital expenditures to comply with these legislative and regulatory requirements. Failure to comply with these 23 regulations could result in monetary penalties and could adversely affect our business, reputation, financial condition, results of operations and cash flows.
We may be required to make significant investments in artificial intelligence to maintain our competitive position in the market. If we are unable to provide enhancements and new features and integrations for our existing product portfolio, develop new products that achieve market acceptance, or innovate quickly enough to keep pace with these rapid technological developments, our business could be harmed.
If we are unable to provide enhancements and new features and integrations for our existing product portfolio, develop new products that achieve market acceptance, or innovate quickly enough to keep pace with these rapid technological developments, our business could be harmed.
We have from time-to-time experienced labor shortages and other labor-related issues. A number of factors may adversely affect the labor force available to us in one or more of our markets, including high employment levels, federal unemployment subsidies, and other government regulations, which include laws and regulations related to workers’ health and safety, wage and hour practices and immigration.
A number of factors may adversely affect the labor force available to us in one or more of our markets, including high employment levels, government unemployment subsidies, and other government regulations, which include laws and regulations related to workers’ health and safety, wage and hour practices and immigration. These factors can also impact the cost of labor.
However, the impact of such increase costs may not be fully mitigated. Infrastructure failures or catastrophic loss at any of our facilities, including damage or disruption to our information systems and information database, could lead to production and service curtailments or shutdowns and negatively affect our business, financial condition, results of operations, and cash flows.
Infrastructure failures or catastrophic loss at any of our facilities, including damage or disruption to our information systems and information database, could lead to production and service curtailments or shutdowns and negatively affect our business, financial condition, results of operations, and cash flows.
If an option counterparty becomes subject to insolvency proceedings, we will become an unsecured creditor in those proceedings with a claim equal to our exposure at that time under the Hedge Transactions with such option counterparty.
Our exposure to the credit risk of the option counterparties is not secured by any collateral. If an option counterparty becomes subject to insolvency proceedings, we will become an unsecured creditor in those proceedings with a claim equal to our exposure at that time under the Hedge Transactions with such option counterparty.
If our cash flows and capital resources are insufficient to fund our debt service obligations, we may be forced to reduce or delay capital expenditures, sell assets or operations, seek additional capital or restructure or refinance our indebtedness, including the debt incurred in connection with the Marel Transaction and the Notes.
If our cash flows and capital resources are 28 insufficient to fund our debt service obligations, we may be forced to reduce or delay capital expenditures, sell assets or operations, seek additional capital or restructure or refinance our indebtedness.
Bribery Act"), and similar anti-bribery laws in other jurisdictions generally prohibit companies and their intermediaries from making improper payments for the purpose of obtaining or retaining business. Our policies mandate compliance with these anti-bribery laws.
Foreign Corrupt Practices Act and similar worldwide anti-bribery laws. The U.S. Foreign Corrupt Practices Act (“FCPA”), the U.K. Bribery Act of 2010 (the “U.K. Bribery Act”), and similar anti-bribery laws in other jurisdictions generally prohibit companies and their intermediaries from making improper payments for the purpose of obtaining or retaining business. Our policies mandate compliance with these anti-bribery laws.
Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud will be detected.
Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud will be detected. 18 INDUSTRY RISKS Deterioration of economic conditions could adversely impact our business.
If we are found to be liable for FCPA, the U.K. Bribery Act or other similar violations (either due to our own acts, or due to the acts of others), we could suffer from civil and criminal penalties or other sanctions, which could have a material adverse impact on our business, financial condition, and results of operations.
Bribery Act or other similar violations (either due to our own acts, or due to the acts of others), we could suffer from civil and criminal penalties or other sanctions as well as reputational damage, which could have a material adverse impact on our business, financial condition, and results of operations.
In addition, we may in the future choose or be required to further limit or cease operations in Russia and/or Belarus entirely, in which case we will no longer receive revenue from those operations.
In addition, we may in the future choose or be required to further limit or cease operations in Russia and/or Belarus entirely, in which case we will no longer receive revenue from those operations. We could also incur expenses as a result of the process of shutting down operations in Russia.
The dual listing of our common stock on the New York Stock Exchange and Nasdaq Iceland hf. ("Nasdaq Iceland") may split trading between the two markets and adversely affect the liquidity of our common stock in one or both markets and the development of an active trading market for our common stock on Nasdaq Iceland.
(“Nasdaq Iceland”) may split trading between the two markets and adversely affect the liquidity of our common stock in one or both markets and the development of an active trading market for our common stock on Nasdaq Iceland. In addition, such dual listing may result in price differentials between the stock exchanges.
BUSINESS STRATEGY RISKS We face risks associated with current and future acquisitions. To achieve our strategic objectives, we have pursued and expect to continue to pursue expansion opportunities such as acquiring other businesses or assets.
To achieve our strategic objectives, we have pursued and expect to continue to pursue expansion opportunities such as acquiring other businesses or assets.
In addition, the U.S. government may enact significant changes to the taxation of business entities including, among others, an increase in the corporate income tax rate, an increase in the tax rate applicable to the global intangible low-taxed income and elimination of certain exemptions with respect thereto, and the imposition of minimum taxes or surtaxes on certain types of income.
In addition, taxing authorities may enact significant changes to the taxation of business entities 24 including, among others, an increase in the corporate income tax rate, elimination of certain exemptions, and the imposition of minimum taxes or surtaxes on certain types of income.
The option counterparties or their respective affiliates may modify their hedge positions by entering into or unwinding various derivatives with respect to our common stock and/or purchasing or selling our common stock or other securities of ours in secondary market transactions following the pricing of the Notes and prior to the maturity of the Notes (and are likely to do in connection with any conversion of the Notes or redemption or repurchase of the Notes).
However, the warrant transactions could separately have a dilutive effect on our common stock to the extent that the market price per share of our common stock exceeds the strike price of the warrants. 27 The option counterparties or their respective affiliates may modify their hedge positions by entering into or unwinding various derivatives with respect to our common stock and/or purchasing or selling our common stock or other securities of ours in secondary market transactions prior to the maturity of the Notes (and are likely to do in connection with any conversion of the Notes or redemption or repurchase of the Notes).
In addition, requirements under the privacy laws of the jurisdictions in which we operate, such as the EU General Data Protection Regulation ("GDPR") and California Consumer Privacy Act, impose significant costs that are likely to increase over time. Our results of operations can be adversely affected by labor shortages, turnover and labor cost increases.
In addition, requirements under the privacy laws of the jurisdictions in which we operate, such as the EU General Data Protection Regulation (“GDPR”) and California Consumer Privacy Act, impose significant costs that are likely to increase over time.
Our business could suffer in the event of a work stoppage by our unionized or non-union labor force. Outside the United States, we enter into employment contracts and agreements in certain countries in which national employee work councils are mandatory or customary, such as in Belgium, Denmark, Germany, Iceland, Italy, the Netherlands, Spain, Sweden, and China.
Outside the United States, we enter into employment contracts and agreements in certain countries in which national employee work councils are mandatory or customary, such as in Belgium, Denmark, Germany, Iceland, Italy, the Netherlands, Spain, and Sweden.
If we are unable to effectively integrate acquired businesses or newly formed operations, or if such acquired businesses underperform relative to our expectations, this may have a material adverse effect on our business, financial position, and results of operations. 27 We have invested substantial resources in certain markets and strategic initiatives where we expect growth, and our business may suffer if we are unable to achieve the growth we expect.
If we are unable to effectively integrate acquired businesses or newly formed operations, or if such acquired businesses underperform relative to our expectations, this may have a material adverse effect on our business, financial position, and results of operations.
We need to timely and effectively implement controls and procedures over Marel’s operations necessary to satisfy those requirements. We intend to take appropriate measures to establish or implement internal controls at Marel aimed at successfully fulfilling these requirements.
We need to timely and effectively design and implement controls and procedures over Marel’s operations necessary to satisfy those requirements. We intend to take appropriate measures to design and implement internal controls at Marel aimed at successfully fulfilling these requirements on the timeline allowed by the rules of the Securities and Exchange Commission.
Our results will also suffer if these developing markets, business lines or capabilities do not grow as quickly as we anticipate. The industries in which we operate expose us to potential liabilities arising out of the installation or use of our systems that could negatively affect our business, financial condition, results of operations, and cash flows.
The industries in which we operate expose us to potential liabilities arising out of the installation or use of our systems that could negatively affect our business, financial condition, results of operations, and cash flows.
Further, we may discover weaknesses in its system of internal financial and accounting controls and procedures that could result in a material misstatement of its financial statements. Our internal control over financial reporting will not prevent or detect all errors and all fraud.
Further, as discussed in Item 9A., we have and may continue to discover weaknesses in Marel’s system of internal control over financial reporting that could result in a material misstatement of Marel’s accounts and disclosures. Our internal control over financial reporting may not prevent or detect all errors and all fraud.
These provisions include, among others: • A Board of Directors that is divided into three classes with staggered terms (although this three-class board structure will be eliminated effective upon conclusion of our 2025 Annual Meeting of Stockholders); • Limitations on the right of stockholders to remove directors; • The right of our Board of Directors to issue preferred stock without stockholder approval; • The inability of our stockholders to act by written consent; and • Rules and procedures regarding how stockholders may present proposals or nominate directors at stockholders' meetings.
These provisions include, among others: • limitations on the right of stockholders to remove directors; • the right of our Board of Directors to issue preferred stock without stockholder approval; • the inability of our stockholders to act by written consent; and • rules and procedures regarding how stockholders may present proposals or nominate directors at stockholders’ meetings.
Depending on the volume of our work performed under fixed-price contracts at any one time, differences in actual versus estimated performance could have a material adverse impact on our business, financial condition, results of operations, and cash flows. We attempt to offset these cost increases through increases in pricing and efforts to lower costs through manufacturing efficiencies and cost reductions.
Depending on the volume of our work performed under fixed-price contracts at any one time and our ability to offset or pass through any cost increases under such contracts, cost overruns could have a material adverse impact on our business, financial condition, results of operations, and cash flows.
OTHER BUSINESS AND OPERATIONAL RISKS Our financial results are subject to fluctuations caused by many factors that could result in our failing to achieve anticipated financial results and cause a drop in our stock price.
If any of the risks described below actually occurs, our business, financial condition, results of operations, cash flows and stock price could be materially adversely affected. BUSINESS AND OPERATIONAL RISKS Our financial results are subject to fluctuations caused by many factors that could result in our failing to achieve anticipated financial results and cause a drop in our stock price.
GENERAL RISKS Fluctuations in currency exchange rates could negatively affect our business, financial condition, and results of operations. A significant portion of our revenue and expenses are realized in foreign currencies.
It is possible that our stock price might be more volatile than it would be if it were listed on a single stock exchange. GENERAL RISKS Fluctuations in currency exchange rates could negatively affect our business, financial condition, and results of operations. A significant portion of our revenue and expenses are realized in foreign currencies.
In addition, the existence of the Notes may encourage short selling by market participants because the conversion of the Notes could depress the price of our common stock. Any dividend paid is subject to various factors, including our financial condition and results of operations.
In addition, the existence of the Notes may encourage short selling by market participants because the conversion of the Notes could depress the price of our common stock.
Changes in food consumption patterns due to dietary trends or economic conditions may adversely affect our business, financial condition, results of operations, and cash flows. Dietary trends can create demand for protein food products but negatively impact demand for high-carbohydrate foods, or create demand for easy to prepare, transportable meals but negatively impact traditional canned food products.
Changes in food consumption patterns, regulatory developments or economic conditions may reduce demand for our products and adversely affect our business, financial condition, results of operations, and cash flows. Dietary trends and changes in the regulatory environment can impact the demand for food products.
Reduced amounts of available fruit for the processed or fresh food markets could materially adversely affect our business, financial condition, results of operations, and cash flows. 23 In the event an E. coli or other food borne illness causes a recall of meat or produce, the companies supplying those fresh, further processed or packaged forms of those products could be severely adversely affected.
In the event an E. coli or other food borne illness causes a recall of meat or produce, the companies supplying fresh, further processed or packaged forms of those products could be severely adversely affected. Any negative impact on the financial viability of our fresh or processed food provider customers could adversely affect our immediate and recurring revenue base.
In addition, our gross margins could be adversely impacted if raw materials, component parts, sub-assemblies, finished goods, installation services and/or logistics provider's higher costs cannot be offset with timely pricing increases to customers. 22 The disruptions to the global economy as a result of the war in Ukraine and other subsequent geopolitical events continue to impede global supply chains, resulting in longer lead times and increased raw material costs.
In addition, our gross margins could be adversely impacted if raw materials, component parts, sub-assemblies, finished goods, installation services and/or logistics provider’s higher costs cannot be offset with timely pricing increases to customers.
A key value proposition of our equipment and services is low total cost of ownership. If our customers implement sourcing initiatives that focus solely on immediate cost savings and not on total cost of ownership, our new equipment and aftermarket sales could be adversely affected.
If our customers implement sourcing initiatives that focus solely on immediate cost savings and not on total cost of ownership, our new equipment and aftermarket sales could be adversely affected. Our business could suffer in the event of a work stoppage by our unionized or non-union labor force.
From time to time, in alignment with our sustainability priorities, we may establish and publicly announce climate-related goals. If we fail to achieve or improperly report on our progress toward achieving our sustainability goals and commitments, the resulting negative publicity could adversely affect our reputation and our access to capital.
If we fail or are perceived to fail to achieve or improperly report on our progress toward achieving our sustainability goals and commitments, the resulting negative publicity could adversely affect our business, financial condition, results of operations, reputation and our access to capital.
Variability in the length of our sales cycles makes accurate estimation of our revenue in any single period difficult and can result in significant fluctuation in quarterly operating results.
For additional detail related to this risk, see Part II, Item 7A, “Quantitative and Qualitative Disclosure About Market Risk.” Variability in the length of our sales cycles makes accurate estimation of our revenue in any single period difficult and can result in significant fluctuation in quarterly operating results.
Our inability to secure raw material supply, component parts, sub-assemblies, finished good assemblies, installation labor, and/or logistics capacity in a timely and cost-effective manner from suppliers would adversely affect our ability to manufacture, install and/or distribute products to customers.
Due to the length and uncertainty of our sales cycle, and the variability of orders from period to period, we believe that quarter-to-quarter comparisons of our revenue and operating results may not be an accurate indicator of our future performance. 19 Our inability to secure raw material supply, component parts, sub-assemblies, finished good assemblies, installation labor, and/or logistics capacity in a timely and cost-effective manner from suppliers would adversely affect our ability to manufacture, install and/or distribute products to customers.
We are subject to counterparty risk with respect to the convertible note hedge transactions. The option counterparties are financial institutions, and we are subject to the risk that any or all of them might default under the Hedge Transactions. Our exposure to the credit risk of the option counterparties is not secured by any collateral.
This activity could cause or avoid an increase or a decrease in the market price of our common stock. We are subject to counterparty risk with respect to the convertible note hedge transactions. The option counterparties are financial institutions, and we are subject to the risk that any or all of them might default under the Hedge Transactions.
Furthermore, the technical challenges associated with developing this technology may be significant, leading to risk of equipment failures, customer disruptions, or vulnerabilities that could compromise the integrity, security, or privacy of certain customer information. These failures could result in reputational damage, legal liabilities, or loss in customer confidence.
In addition, our customers could use artificial intelligence to develop digital tools that compete with our software solutions and adversely impact our business. Furthermore, the technical challenges associated with developing this technology may be significant, leading to risk of equipment failures, customer disruptions, or vulnerabilities that could compromise the integrity, security, or privacy of certain customer information.
Freezes, hurricanes, droughts, other natural disasters, adverse weather conditions, outbreak of animal borne diseases (H5N1, BSE, or other virus strains affecting poultry or livestock), citrus tree diseases, or food borne illnesses or other food safety, or quality concerns may negatively affect our business, financial condition, results of operations, and cash flows.
Consumer demand uncertainty, reduced customer profitability, or changes to regulatory requirements may impair our customers’ interest in or ability to invest in equipment and services, and as a result negatively impact our customer’s demand for our goods and services, which could have a material adverse effect on our business, financial condition, results of operations, and cash flows. 20 Freezes, hurricanes, droughts, other natural disasters, adverse weather conditions, outbreak of animal borne diseases (H5N1, BSE, or other virus strains affecting poultry or livestock), citrus tree diseases, or food borne illnesses or other food safety, or quality concerns may negatively affect our business, financial condition, results of operations, and cash flows.
Furthermore, customers with software integrated equipment and systems may attempt to hold us liable for losses, or increased costs or other penalties that they may incur in the event of a software malfunction.
Any malfunctioning, cybersecurity breach or other failure of our embedded software solutions could result in customers attempting to hold us liable for losses, or increased costs or other penalties that they may incur in the event of a software malfunction or breach.
If our estimates or the underlying assumptions change in the future, we may be required to record impairment charges. Any such charge could have a material adverse effect on our reported net income. As a publicly traded company, we incur regulatory costs that reduce profitability.
If our estimates or the underlying assumptions change in the future, we may be required to record impairment charges. Any such charge could have a material adverse effect on our reported net income. Our corporate governance documents and Delaware law may delay or discourage takeovers and business combinations that our stockholders might consider in their best interests.
Our balance sheet includes a significant amount of goodwill and other intangible assets, which represents approximately 33% of our total assets as of December 31, 2024.
The amount of the purchase price which is allocated to goodwill is determined by the excess of the purchase price over the net identifiable assets acquired. Our balance sheet includes a significant amount of goodwill and other intangible assets, which represents approximately 68% of our total assets as of December 31, 2025.
We are subject to cyber-security risks arising out of breaches of security relating to sensitive company, customer, and employee information and to the technology that manages our operations and other business processes. Our business operations rely upon secure information technology systems for data capture, processing, storage, and reporting.
These claims can be burdensome and costly to defend or settle and can harm our business and reputation. We are subject to cybersecurity risks arising out of breaches of security relating to sensitive company, customer, and employee information and to the technology that manages our operations and other business processes.
Although we believe our tax estimates are reasonable, we are subject to audit by tax authorities and the final determination of audits could be materially different from our historical tax provisions and accruals. 26 The nature of our business may expose us to warranty and other product liability claims, construction defects, project delay, property damage, personal injury and other damages.
Although we believe our tax estimates are reasonable, we are subject to audit by tax authorities and the final determination of audits could be materially different from our historical tax provisions and accruals. BUSINESS STRATEGY RISKS We face risks associated with acquisitions.
Rising food and other input costs, and recessionary fears may negatively impact our customer's ability to forecast consumer demand for protein products or processed food products and as a result negatively impact our customer's demand for our goods and services.
Rising food and other input costs, and recessionary fears may also negatively impact our customers’ ability to forecast consumer demand for protein products or processed food products. Fluctuations in supply and demand can decrease the wholesale prices of food products, which can impact the profitability of our customers.
These expenditures could adversely affect our results of operations and financial condition. 29 If we are unable to develop, preserve, and protect our intellectual property assets, our business, financial condition, results of operations, and cash flows may be negatively affected.
Difficulties that arise in our managing the transition from our older products to our new or enhanced products could result in additional costs and deferred or lost revenue. If we are unable to develop, preserve, and protect our intellectual property assets, our business, financial condition, results of operations, and cash flows may be negatively affected.
Even if such lawsuits are without merit, defending against these claims can result in substantial costs and divert management time and attention. Such litigation or an adverse judgment resulting in monetary damages may have an adverse impact on the combined company’s business, results of operations, financial condition and cash flows.
Such litigation or an adverse judgment resulting in monetary damages may have an adverse impact on our business, results of operations, financial condition and cash flows.
These factors can also impact the cost of labor. Increased turnover rates within our employee base can lead to decreased efficiency and increased costs, such as increased overtime to meet demand and increased wage rates to attract and retain employees.
Increased turnover rates within our employee base can lead to decreased efficiency and increased costs, such as increased overtime to meet demand and increased wage rates to attract and retain employees. An overall labor shortage or lack of skilled labor, increased turnover, higher rates of absenteeism or labor inflation could have a material adverse effect on our results of operations.
Notwithstanding careful security and controls design, our information technology systems, and those of our third-party providers could become subject to cyber-attacks.
Our business operations rely upon secure information technology systems for data capture, processing, storage, and reporting. Our information technology systems, and those of our third-party providers, could become subject to cyber-attacks.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeWe regularly perform evaluations and testing of our security program, information technology infrastructure, information security management systems, and third-party service providers we use in our operations. Our cybersecurity program is led by two Chief Information Security Officers (the "CISOs"), both of whom are Certified Information Systems Security Managers with over 15 years of related experience.
Biggest changeOur cybersecurity program is led by two Chief Information Security Officers (the “CISOs”), both of whom are Certified Information Systems Security Managers with over 15 years of related experience. Their areas of influence are split into two scopes, Business Information Security (CISO - BIS) and Compliance Information Security (CISO - CIS).
ITEM 1C. CYBERSECURITY We maintain a comprehensive technology and cybersecurity program to ensure our systems are effective and prepared for information security risks, utilizing regular oversight of our programs through security monitoring and alerting for internal and external threats to ensure the confidentiality, integrity, and availability of our information assets.
ITEM 1C. CYBERSECURITY We maintain a comprehensive technology and cybersecurity program to ensure our systems are effective and prepared for information security ris ks, utilizing regular oversight of our programs through security monitoring and alerting for internal and external threats to ensure the confidentiality, integrity, and availability of our information assets.
Risks from cybersecurity threats, including as a result of past cybersecurity incidents have not materially affected and are not reasonably likely to materially affect the Company, including our business strategy, results of operations or financial condition. 34
The coverage also includes access to specialized incident response services in the event of a material cybersecurity breach. Risks from cybersecurity threats, including as a result of past cybersecurity incidents have not materially affected and are not reasonably likely to materially affect the Company, including our business strategy, results of operations or financial condition. 31
The mission of the CISO - CIS is third line defense, with a focus on governance, risk, and compliance, audits, third-party risk management, and validation of regulatory compliance for the security program. Our cybersecurity program includes the implementation of controls aligned with cybersecurity best practices to identify threats, detect attacks, and protect our information assets.
The mission of the CISO - BIS is second line defense, to define and execute business operations security, cybersecurity operations activities and to identify and mitigate risks. The mission of the CISO - CIS is third line defense, with a focus on governance, risk, and compliance, audits, third-party risk management, and validation of regulatory compliance for the security program.
Our cybersecurity program aligns with applicable statutes and regulations to stay abreast of current compliance requirements. We use preventative and detective tools and utilities that provide alerts of vulnerabilities and threats, and alert to patch management requirements. Security monitoring capabilities are designed to alert us to suspicious activity providing the opportunity for quick risk mitigation and remediation.
Our cybersecurity program includes the implementation of controls aligned with cybersecurity best practices to identify threats, detect attacks, and protect our information assets. Our cybersecurity program aligns with applicable statutes and regulations to stay abreast of current compliance requirements. We use preventative and detective tools and utilities that provide alerts of vulnerabilities and threats, and alert to patch management requirements.
Our incident response program is tested periodically and is designed to provide a clear guide, procedures and communications matrix to adhere to in the event of an incident. The plan facilitates risk mitigation and leads to business recovery and restoration as quickly and as orderly as possible in the event of a critical security incident.
The plan facilitates risk mitigation and leads to business recovery and restoration as quickly and as orderly as possible in the event of a critical security incident. Disaster recovery plans are in place for critical information systems and are tested annually.
Removed
Their areas of influence are split into two scopes, Business Information Security (CISO - BIS) and Compliance Information Security (CISO - CIS). The mission of the CISO - BIS is second line defense, to define and execute business operations security, cybersecurity operations activities and to identify and mitigate risks.
Added
We regularly perform evaluations and testing of our security program, information technology infrastructure, information security management systems, and third-party service providers we use in our operations. Our cybersecurity controls are independently tested on a quarterly basis through penetration and security assessments, and our ISO27001 aligned risk management framework is audited internally and externally on an annual basis.
Added
Security monitoring capabilities are designed to alert us to suspicious activity providing the opportunity for quick risk mitigation and remediation. Our incident response program is designed to provide a clear guide, procedures and communications matrix to adhere to in the event of an incident.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeThe following are significant production facilities for our operations: LOCATION SEGMENT SQUARE FEET (approximate) LEASED OR OWNED United States: Sabetha, Kansas Marel 367,000 Owned/Leased Lakeland, Florida JBT 200,000 Owned Apex, North Carolina JBT 192,000 Owned/Leased Gainesville, Georgia Marel 187,600 Owned Buford, Georgia Marel 166,400 Leased Stratford, Wisconsin JBT 165,800 Owned Madera, California JBT 148,000 Owned Sandusky, Ohio JBT 140,000 Owned Columbus, Ohio JBT 115,000 Leased Eastlake, Ohio JBT 106,000 Leased Kingston, New York JBT 98,000 Owned Chalfont, Pennsylvania JBT 83,700 Leased Middletown, Ohio JBT 80,000 Leased Alpharetta, Georgia JBT 65,000 Leased Russellville, Arkansas JBT 65,000 Owned Riverside, California JBT 50,000 Leased International: Boxmeer, The Netherlands Marel 785,000 Owned/Leased Nitra, Slovakia Marel 415,000 Owned Sint Niklaas, Belgium JBT 307,000 Owned Helsingborg, Sweden JBT 250,000 Owned/Leased Lichtenvoorde, The Netherlands Marel 230,000 Owned Stovring, Denmark Marel 199,000 Owned/Leased Oberlahr, Germany Marel 185,700 Owned Gardabaer, Iceland Marel 181,500 Owned Guapore, Brazil Marel 180,000 Owned Eindhoven, The Netherlands Marel 167,500 Owned Werther, Germany JBT 164,000 Owned Kehl, Germany Marel 138,000 Owned Arhus, Denmark Marel 130,000 Owned/Leased Araraquara, Brazil JBT 128,000 Owned Venray, The Netherlands Marel 118,400 Leased Valinhos, Brazil Marel 102,000 Owned Adlington, England JBT 97,000 Owned Amsterdam, The Netherlands JBT 96,000 Leased Livingston, Scotland JBT 87,000 Owned 35 LOCATION (continued) SEGMENT SQUARE FEET (approximate) LEASED OR OWNED International: Nieuwkuijk, The Netherlands Marel 67,400 Owned Glinde, Germany JBT 66,800 Leased Parma, Italy JBT 62,000 Owned Navarra, Spain JBT 58,500 Owned 36
Biggest changeThe following are significant production facilities for our operations: LOCATION SQUARE FEET (approximate) LEASED OR OWNED SEGMENT United States: Sabetha, Kansas 367,000 Owned/Leased Prepared Food and Beverage Solutions Lakeland, Florida 200,000 Owned Prepared Food and Beverage Solutions Apex, North Carolina 192,000 Owned/Leased Prepared Food and Beverage Solutions Gainesville, Georgia 187,600 Owned Protein Solutions Stratford, Wisconsin 165,800 Owned Prepared Food and Beverage Solutions Madera, California 148,000 Owned Prepared Food and Beverage Solutions Sandusky, Ohio 140,000 Owned Prepared Food and Beverage Solutions Columbus, Ohio 115,000 Leased Protein Solutions Buford, Georgia 106,000 Leased Protein Solutions Eastlake, Ohio 106,000 Leased Prepared Food and Beverage Solutions Kingston, New York 98,000 Owned Protein Solutions Chalfont, Pennsylvania 83,700 Leased Prepared Food and Beverage Solutions Middletown, Ohio 80,000 Leased Prepared Food and Beverage Solutions Alpharetta, Georgia 65,000 Leased Prepared Food and Beverage Solutions Russellville, Arkansas 65,000 Owned Protein Solutions Riverside, California 50,000 Leased Prepared Food and Beverage Solutions International: Boxmeer, Netherlands 785,000 Owned/Leased Protein Solutions Nitra, Slovakia 415,000 Owned Protein Solutions Sint Niklaas, Belgium 307,000 Owned Prepared Food and Beverage Solutions Helsingborg, Sweden 250,000 Owned/Leased Prepared Food and Beverage Solutions Lichtenvoorde, Netherlands 230,000 Owned Protein Solutions Stovring, Denmark 199,000 Owned/Leased Protein Solutions Oberlahr, Germany 185,700 Owned Prepared Food and Beverage Solutions Gardabaer, Iceland 181,500 Owned Protein Solutions Guapore, Brazil 180,000 Owned Protein Solutions Eindhoven, Netherlands 167,500 Owned Protein Solutions Werther, Germany 164,000 Owned Prepared Food and Beverage Solutions Kehl, Germany 138,000 Owned Protein Solutions Arhus, Denmark 130,000 Owned/Leased Protein Solutions Araraquara, Brazil 128,000 Owned Prepared Food and Beverage Solutions Venray, Netherlands 118,400 Leased Protein Solutions Valinhos, Brazil 102,000 Owned Prepared Food and Beverage Solutions Adlington, England 97,000 Owned Prepared Food and Beverage Solutions Amsterdam, Netherlands 96,000 Leased Prepared Food and Beverage Solutions Livingston, Scotland 87,000 Owned Prepared Food and Beverage Solutions 32 LOCATION (continued) SQUARE FEET (approximate) LEASED OR OWNED SEGMENT International: Suzhou, China 78,000 Leased Protein Solutions Nieuwkuijk, Netherlands 67,400 Owned Prepared Food and Beverage Solutions Glinde, Germany 66,800 Leased Prepared Food and Beverage Solutions Pune, India 65,000 Leased Prepared Food and Beverage Solutions Parma, Italy 62,000 Owned Prepared Food and Beverage Solutions Navarra, Spain 58,500 Owned Prepared Food and Beverage Solutions 33
ITEM 2. PROPERTIES We lease commercial office space for our corporate headquarters totaling approximately 24,000 square feet in Chicago, Illinois and we own our European headquarters office space totaling approximately 58,000 square feet in Gardabaer, Iceland. We believe that our properties and facilities meet our current operating requirements and are in good operating condition.
ITEM 2. PROPERTIES We lease commercial office space for our corporate headquarters totaling approximately 27,000 square feet in Chicago, Illinois and we own our European headquarters office space totaling approximately 58,000 square feet in Gardabaer, Iceland. We believe that our properties and facilities meet our current operating requirements and are in good operating condition.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeIn many lawsuits and arbitrations, it is not considered probable that a liability has been incurred or not possible to estimate the ultimate or minimum amount of that liability until the case is close to resolution, in which case no liability would be recognized until that time. 37 ITEM 4. MINE SAFETY DISCLOSURES Not applicable. 38 PART II
Biggest changeIn many lawsuits and arbitrations, it is not considered probable that a liability has been incurred or not possible to estimate the ultimate or minimum amount of that liability until the case is close to resolution, in which case no liability would be recognized until that time. 34 ITEM 4. MINE SAFETY DISCLOSURES Not applicable. 35 PART II

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

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Biggest changeItem 4. Mine Safety Disclosures 38 PART II Item 5. Market for Registrant’s Common Equity , Related Stockholder Matters and Issuer Purchases of Equity Securities 39 Item 6. [Reserved] 41 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 42 Item 7A. Qualitative and Quantitative Disclosures About Market Risk 53 Item 8.
Biggest changeItem 4. Mine Safety Disclosures 35 PART II Item 5. Market for Registrant’s Common Equity , Related Stockholder Matters and Issuer Purchases of Equity Securities 36 Item 6. [Reserved] 37 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 38 Item 7A. Qualitative and Quantitative Disclosures About Market Risk 53 Item 8.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeThese indices are included for comparative purposes only and do not necessarily reflect management’s opinion that such indices are an appropriate measure of the relative performance of the stock involved, and are not intended to forecast or be indicative of possible future performance of the common stock. 39 Issuer Purchases of Equity Securities The following table includes information about the Company’s stock repurchases during the three months ended December 31, 2024 based on the settlement dates of each share repurchase: (Dollars in millions, except per share amounts) Period Total Number of Shares Purchased Average Price Paid per Share Total Number of Shares Purchased as part of Publicly Announced Program (1) Approximate Dollar Value of Shares that may yet be Purchased under the Program October 1, 2024 through October 31, 2024 — $ — — $ 17.2 November 1, 2024 through November 30, 2024 — — — 17.2 December 1, 2024 through December 31, 2024 — — — 17.2 — $ — — $ 17.2 (1) There were no shares repurchased during the quarter ended December 31, 2024.
Biggest changeThese indices are included for comparative purposes only and do not necessarily reflect management’s opinion that such indices are an appropriate measure of the relative performance of the stock involved, and are not intended to forecast or be indicative of possible future performance of the common stock.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES The Company's common stock is listed on the New York Stock Exchange under the symbol JBTM. As of February 20, 2025, there were 1,100 holders of record of our common stock.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES The Company’s common stock is listed on the New York Stock Exchange under the symbol JBTM. As of February 23, 2026, there were 1,044 holders of record of our common stock.
The following graph shows the cumulative total return of an investment of $100 (and reinvestment of any dividends thereafter) on December 31, 2019 in: (i) the Company's common stock, (ii) the S&P Smallcap 600 Stock Index and (iii) the S&P 1500 Industrial Machinery index.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.” The following graph shows the cumulative total return of an investment of $100 (and reinvestment of any dividends thereafter) on December 31, 2020 in: (i) the Company’s common stock, (ii) the S&P Smallcap 600 Stock Index and (iii) the S&P 1500 Industrial Machinery index.
Removed
Shares were able to be repurchased under a share repurchase program, allowing for up to $30 million of common stock repurchases. The share repurchase plan was authorized by the Board of Directors on December 1, 2021 and concluded on December 31, 2024, pursuant to the terms of the plan. There is no longer any Board authorized share repurchase authority.
Added
For information on securities authorized for issuance under our equity compensation plans, see “Item 12.
Removed
Shares were able to be purchased from time to time in open market transactions, subject to market conditions. Repurchased shares became treasury shares, which were accounted for using the cost method and intended to be used for future awards under the Incentive Compensation Plan. 40
Added
Issuer Purchases of Equity Securities The Company did not repurchase any shares of its common stock during the quarter ended December 31, 2025. The Company does not currently have an active share repurchase program. 36

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeCONSOLIDATED RESULTS OF OPERATIONS YEARS ENDED DECEMBER 31, 2024 AND 2023 Year Ended December 31, Favorable / (Unfavorable) (In millions) 2024 2023 Change Change % Revenue $ 1,716.0 $ 1,664.4 $ 51.6 3.1% Cost of sales 1,089.5 1,078.7 (10.8) (1.0)% Gross profit 626.5 585.7 40.8 7.0% Gross profit margin 36.5% 35.2% 130 bps Selling, general and administrative expense 506.7 409.6 (97.1) (23.7)% Restructuring expense 1.4 11.4 10.0 87.7% Operating income 118.4 164.7 (46.3) (28.1)% Pension expense, other than service cost 27.3 0.7 (26.6) (3,800.0)% Interest income 23.7 13.4 10.3 76.9% Interest expense 19.4 24.3 4.9 20.2% Net income before income taxes 95.4 153.1 (57.7) (37.7)% Income tax provision 10.7 23.5 12.8 54.5% Equity in net earnings of unconsolidated affiliate (0.1) (0.3) 0.2 (66.7)% Income from continuing operations 84.6 129.3 (44.7) (34.6)% Income from discontinued operations, net of taxes 0.8 453.3 (452.5) (99.8)% Net income $ 85.4 $ 582.6 $ (497.2) (85.3)% Adjusted EBITDA from continuing operations (1) $ 295.0 $ 273.1 $ 21.9 8.0% Adjusted EBITDA margin from continuing operations (1) 17.2 % 16.4 % 80 bps (1) Refer to the 'Reconciliation of Non-GAAP Measures' section below for additional information on Adjusted EBITDA from continuing operations and Adjusted EBITDA margin from continuing operations. 2024 Compared With 2023 Revenue Total revenue in 2024 increased $51.6 million or 3.1% compared to 2023.
Biggest changeCONSOLIDATED RESULTS OF OPERATIONS YEARS ENDED DECEMBER 31, 2025 AND 2024 Year Ended December 31, Favorable / (Unfavorable) (In millions) 2025 2024 Change Change % Revenue $ 3,798.2 $ 1,716.0 $ 2,082.2 121.3% Cost of sales 2,463.6 1,089.5 (1,374.1) (126.1)% Gross profit 1,334.6 626.5 708.1 113.0% Gross profit margin 35.1% 36.5% -140 bps Selling, general and administrative expense 1,115.9 506.7 (609.2) (120.2)% Restructuring expense 29.3 1.4 (27.9) (1,992.9)% Operating income 189.4 118.4 71.0 60.0% Pension expense, other than service cost 148.5 27.3 (121.2) (444.0)% Interest (income) (11.1) (23.7) (12.6) (53.2)% Interest expense 114.4 19.4 (95.0) (489.7)% Loss on investment 10.6 — (10.6) (100.0)% Other (income) (10.6) — 10.6 100.0% (Loss) income from continuing operations before income taxes (62.4) 95.4 (157.8) (165.4)% Income tax (benefit) provision (13.1) 10.7 23.8 222.4% Equity in net earnings of unconsolidated affiliate (0.4) (0.1) (0.3) (300.0)% (Loss) income from continuing operations (49.7) 84.6 (134.3) (158.7)% Income from discontinued operations, net of taxes (0.8) 0.8 (1.6) (200.0)% Net (loss) income $ (50.5) $ 85.4 $ (135.9) (159.1)% Adjusted EBITDA from continuing operations (1) $ 600.4 $ 295.0 $ 305.4 103.5% Income (loss) from continuing operations margin (1.3) % 4.9 % -620 bps Adjusted EBITDA margin from continuing operations (1) 15.8 % 17.2 % -140 bps ( 1) Refer to the ‘Reconciliation of Non-GAAP Measures’ section below for additional information on Adjusted EBITDA from continuing operations. 2025 Compared With 2024 Revenue Total revenue in 2025 increased $2,082.2 million or 121.3% compared to 2024.
The following table presents a reconciliation of the Company's reported Income from continuing operations to Adjusted EBITDA.
The following table presents a reconciliation of the Company’s reported Income from continuing operations to Adjusted EBITDA from continuing operations.
These non-GAAP financial measures adjust for certain amounts that are otherwise included or excluded from a measure calculated under U.S. generally accepted accounting principles ("GAAP"). By adjusting for these items, we believe we provide greater transparency into our operating results and trends, and a more meaningful comparison of our ongoing operating results, consistent with how management evaluates performance.
These non-GAAP financial measures adjust for certain amounts that are otherwise included or excluded from a measure calculated under U.S. generally accepted accounting principles (“GAAP”). By adjusting for these items, we believe we provide greater transparency into our operating results and trends, and a more meaningful comparison of our ongoing operating results, consistent with how management evaluates performance.
On January 2, 2025, the Company closed the acquisition of Marel hf., a multi-national food processing company based in Gardabaer, Iceland that manufactures equipment and provides other services for food processing in the poultry, meat, fish, and pet food industries.
Strategic Acquisition of Marel hf. On January 2, 2025, the Company closed the acquisition of Marel, a multi-national food processing company based in Gardabaer, Iceland that manufactures equipment and provides other services for food processing in the poultry, meat, fish, and pet food industries.
The purpose of the Marel Transaction was to create a leading and diversified global food and beverage technology solutions provider by bringing together two renowned companies with long histories, complementary product portfolios, highly respected brands, and cutting-edge technology to enable global customers to more efficiently access industry leading technology worldwide. Refer to Note 22.
The purpose of the Marel Transaction was to create a leading and diversified global food and beverage technology solutions provider by bringing together two renowned companies with long histories, complementary product portfolios, highly respected brands, and cutting-edge technology to enable global customers to more efficiently access industry leading technology worldwide. Refer to Note 2.
In connection with the Marel Transaction, we drew an additional $604 million from our existing revolving credit facility on December 30, 2024. On January 2, 2025, we secured takeout financing comprised of the amended and restated 5-year, $1.8 billion revolving credit facility and $900 million in the Senior Secured Term Loan B ("Term Loan B").
In connection with the Marel Transaction, we drew an additional $604 million from our existing revolving credit facility on December 30, 2024. On January 2, 2025, we secured takeout financing comprised of the amended and restated 5-year, $1.8 billion revolving credit facility and $900 million in the Senior Secured Term Loan B (“Term Loan B”).
(d) This table does not include obligations under our pension and postretirement benefit plans, which are included in Note 9, Pension and Post-Retirement and Other Benefit Plans, of the Notes to the Consolidated Financial Statements.
(d) This table does not include obligations under our pension and postretirement benefit plans, which are included in Note 10, Pension and Post-Retirement and Other Benefit Plans, of the Notes to the Consolidated Financial Statements.
Cash provided by continuing financing activities of $561.8 million in 2024 was primarily due to net proceeds from the fourth quarter draw on our revolving credit facility, partially offset by the payment of debt issuance costs related to the amended revolving credit facility and Term Loan B secured during the fourth quarter of 2024, and the Bridge Credit Agreement entered into during the second quarter of 2024.
Cash provided by financing activities of $561.8 million in 2024 primarily consisted of net proceeds from the fourth quarter draw on our revolving credit facility, partially offset by the payment of debt issuance costs related to the amended revolving credit facility and Term Loan B secured during the fourth quarter of 2024, and the Bridge Credit Agreement entered into during the second quarter of 2024.
For additional information about our credit agreement, Notes, convertible note hedge and warrant transactions, refer to Note 7. Debt of the Notes to the Consolidated Financial Statements.
For additional information about our credit agreement, Notes, convertible note hedge and warrant transactions, refer to Note 8. Debt of the Notes to the Consolidated Financial Statements.
On January 3, 2025, we entered into five cross-currency swaps related to the U.S. dollar denominated debt of $700 million of the Term Loan B drawn down by JBT Marel's European entity expiring in January 2032.
On January 3, 2025, we entered into five cross-currency swaps expiring in January 2032 related to the portion of the U.S. dollar denominated Term Loan B debt drawn down by JBT Marel’s European entity.
Upon the closing of the Marel Transaction on January 2, 2025 and for the Squeeze out on February 4, 2025, we used available cash and additional borrowings from the takeout financing to fund $1.0 billion of cash consideration paid to the Marel shareholders, $867.8 million for repayment of Marel's debt, $111.4 million for transaction related expenses, and $16.1 million for debt issuance costs.
Upon the closing of the Marel Transaction on January 2, 2025 and the Squeeze out on February 4, 2025, we used available cash and additional borrowings from the takeout financing to fund $983.7 million of cash consideration paid to the Marel shareholders, $867.8 million for repayment of Marel's debt, $111.4 million for transaction related expenses, and $16.1 million for debt issuance costs.
On May 28, 2021, we closed a private offering of $402.5 million aggregate principal amount of the Company's 0.25% Convertible Senior Notes due 2026 (the "Notes") to qualified institutional buyers, resulting in net proceeds to us of approximately $392.2 million after deducting initial purchasers’ discounts. The Notes will mature on May 15, 2026 unless earlier converted, redeemed or repurchased.
The 2030 Notes will mature on September 15, 2030 unless earlier converted, redeemed or repurchased. On May 28, 2021, we closed a private offering of $402.5 million aggregate principal amount of the 2026 Notes to qualified institutional buyers, resulting in net proceeds to us of approximately $392.2 million after deducting initial purchasers’ discounts.
Recent Accounting Pronouncements For information with respect to recent accounting pronouncements and the impact of these pronouncements on our consolidated financial statements see Note 1 of the Notes to Consolidated Financial Statements.
Recent Accounting Pronouncements For information with respect to recent accounting pronouncements and the impact of these pronouncements on our consolidated financial statements see Note 1. Summary of Significant Accounting Policies, of the Notes to the Consolidated Financial Statements. 52
Concurrently with the issuance of the Notes, we entered into the Note hedge transactions that reduce potential dilution upon conversion of the Notes and into the warrant transactions to raise additional capital to partially offset the costs of entering into the Note hedge transactions.
Concurrently with the issuances of the 2026 Notes and the 2030 Notes, we entered into convertible note hedge transactions that reduce potential dilution upon conversion of the notes and entered into warrant transactions to raise additional capital to partially offset the costs of entering into the convertible note hedge transactions.
Restrictive covenants include a minimum interest coverage ratio, a maximum leverage ratio, as well as certain events of default. As of December 31, 2024, we were in compliance with all covenants in our credit agreement. We expect to remain in compliance with all covenants.
Restrictive covenants include a minimum interest coverage ratio, a maximum leverage ratio, as well as certain events of default. As of December 31, 2025, we were in compliance with all covenants in the Second A&R Credit Agreement. We expect to remain in compliance with all covenants.
The tax rate for the year ended December 31, 2024 was favorably impacted by discrete items totaling $10.0 million, primarily driven by a non-recurring deferred tax benefit related to an internal reorganization.
The tax rate on the income from continuing operations was 11.2% for the year ended December 31, 2024. The tax rate for the year ended December 31, 2024 was favorably impacted by discrete items totaling $10.0 million, primarily driven by a non-recurring deferred tax benefit related to an internal reorganization.
In the third quarter of 2022, the Company implemented a restructuring plan (the "2022/2023 restructuring plan") to optimize the overall cost structure for the Company on a global basis. The initiatives under this plan included streamlining operations and enhancing our general and administrative infrastructure.
Restructuring In the third quarter of 2022, the Company implemented a restructuring plan (the “2022/2023 restructuring plan”) to optimize the overall cost structure for the Company on a global basis. The initiatives under this plan included streamlining operations and enhancing our general and administrative infrastructure. The 2022/2023 restructuring plan was completed as of March 31, 2024.
Subsequent Events of the Notes to the Consolidated Financial Statements for additional information on the Marel Transaction. In conjunction with the combination of JBT and Marel, JBT changed its corporate name and stock ticker symbol to “JBT Marel Corporation” and “JBTM,” respectively, on January 2, 2025. The disclosures in this "Item 7.
Acquisitions of the Notes to the Consolidated Financial Statements for additional information on the Marel Transaction. 38 In conjunction with the combination of JBT and Marel, JBT changed its corporate name and stock ticker symbol to “JBT Marel Corporation” and “JBTM,” respectively, on January 2, 2025. The disclosure s in this “Item 7.
The following is a summary of other off-balance sheet arrangements at December 31, 2024: (In millions) Total Amount Current Long-Term Letters of credit and bank guarantees $ 41.6 $ 41.5 $ 0.1 Surety bonds 3.5 3.4 0.1 Total other off-balance sheet arrangements $ 45.1 $ 44.9 $ 0.2 To provide required security regarding our performance on certain contracts, we provide letters of credit, surety bonds and bank guarantees, for which we are contingently liable.
The following is a summary of other off-balance sheet arrangements at December 31, 2025: (In millions) Total Amount Current Long-Term Letters of credit and bank guarantees $ 72.4 $ 55.5 $ 16.9 Surety bonds 6.3 6.0 0.3 Total other off-balance sheet arrangements $ 78.7 $ 61.5 $ 17.2 To provide required security regarding our performance on certain contracts, we provide letters of credit, surety bonds and bank guarantees, for which we are contingently liable.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Executive Overview JBT Marel Corporation is a leading global food and beverage technology solutions provider to high-value segments of the food and beverage industry. JBT Marel brings together the combined strengths of JBT and Marel with the goal of transforming the future of food.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Executive Overview JBT Marel Corporation is a leading global food and beverage technology solutions provider to high-value segments of the food and beverage industry.
Cash Flows Cash flows for each of the years ended December 31, 2024 and 2023 were as follows: (In millions) 2024 2023 2022 Cash provided by continuing operating activities $ 232.6 $ 74.2 $ 135.2 Cash (required) provided by continuing investing activities (41.3) 729.3 (413.2) Cash provided (required) by continuing financing activities 561.8 (354.1) 270.6 Effect of foreign exchange rate changes on cash and cash equivalents (9.0) (1.2) (2.5) Net increase (decrease) in cash from continuing operations $ 744.1 $ 448.2 $ (9.9) 51 2024 Compared with 2023 Cash provided by continuing operating activities in 2024 was $232.6 million, representing a $158.4 million increase compared to 2023.
Cash Flows Cash flows for each of the years ended December 31, 2025, 2024, and 2023 were as follows: (In millions) 2025 2024 2023 Cash provided by continuing operating activities $ 341.7 $ 232.6 $ 74.2 Cash (required) provided by continuing investing activities (1,843.1) (41.3) 729.3 Cash provided (required) by continuing financing activities 458.1 561.8 (354.1) Effect of foreign exchange rate changes on cash, cash equivalents and restricted cash 1.4 (9.0) (1.2) Net (decrease) increase in cash from continuing operations $ (1,041.9) $ 744.1 $ 448.2 49 2025 Compared with 2024 Cash provided by continuing operating activities in 2025 was $341.7 million, representing a $109.1 million increase compared to 2024.
As of December 31, 2024, we had $1.2 billion of cash and cash equivalents, $411.6 million of which was held by our foreign subsidiaries. Although certain funds are considered permanently invested in our foreign subsidiaries, we are not presently aware of any restriction on the repatriation of these funds.
As of December 31, 2025, we had $167.9 million of cash and cash equivalents, $101.8 million of which was held by our foreign subsidiaries. Although certain funds are considered permanently invested in our foreign subsidiaries, we are not presently aware of any restriction on the repatriation of these funds.
For the year ended December 31, 2024, we had total operating cash flows from continuing operations of $232.6 million. Our liquidity as of December 31, 2024, or cash plus borrowing ability under our revolving credit facilities, was $1.4 billion.
For the year ended December 31, 2025, we had total operating cash flows from continuing operations of $341.7 million. Our liquidity as of December 31, 2025, or cash plus borrowing ability under our revolving credit facilities, was $2.0 billion.
Revenue Recognition We recognize a large portion of our product revenue over time, using the "cost-to-cost" input method for contracts that provide highly customized equipment and refurbishments of customer-owned equipment for which we have a contractual, enforceable right to collect payment upon customer cancellation for performance completed to date.
Goodwill and Intangible Assets, of the Notes to the Consolidated Financial Statements. 51 Revenue Recognition We recognize a large portion of our product revenue over time, using the “cost-to-cost” input method for contracts that provide highly customized equipment and refurbishments of customer-owned equipment for which we have an enforceable right to collect payment upon customer cancellation for performance completed to date.
On January 2, 2025, we executed takeout financing consisting of an amended and restated 5-year, $1.8 billion revolving credit facility and a 7-year, $900 million senior secured term loan B. The amended credit facility will retain the same pricing grid as our existing revolving credit facility. The Term Loan B will have secured pricing of SOFR plus 225 basis points.
On January 2, 2025, we executed takeout financing consisting of an amended and restated 5-year, $1.8 billion revolving credit facility and a 7-year, $900 million senior secured term loan B. Through the second quarter of 2025, the amended revolving credit facility retained the same pricing grid as our previous revolving credit facility.
Year Ended December 31, (In millions, except per share data) 2024 2023 2022 Income from continuing operations $ 84.6 $ 129.3 $ 103.8 Non-GAAP adjustments Restructuring related costs 1.4 11.4 7.3 M&A related costs 85.9 6.0 11.6 Amortization of bridge financing debt issuance cost 7.1 — — Impact on tax provision from Non-GAAP adjustments (1) (23.2) (4.5) (4.8) Recognition of non-cash pension plan related settlement costs 23.3 — — Impact on tax provision from non-cash pension plan related settlement costs (6.0) — — Impact on tax provision from tax basis write-off — (10.7) — Deferred tax benefit related to an internal reorganization (8.8) — — Adjusted income from continuing operations $ 164.3 $ 131.5 $ 117.9 Income from continuing operations $ 84.6 $ 129.3 $ 103.8 Total shares and dilutive securities 32.2 32.1 32.1 Diluted earnings per share from continuing operations $ 2.63 $ 4.02 $ 3.23 Adjusted income from continuing operations $ 164.3 $ 131.5 $ 117.9 Total shares and dilutive securities 32.2 32.1 32.1 Adjusted diluted earnings per share from continuing operations $ 5.10 $ 4.10 $ 3.67 (1) Impact on tax provision was calculated using the enacted rate for the relevant jurisdiction for the years ended December 31, 2024, 2023, and 2022, respectively.
Year Ended December 31, (In millions, except per share data) 2025 2024 2023 (Loss) income from continuing operations $ (49.7) $ 84.6 $ 129.3 Non-GAAP adjustments Restructuring related costs 30.7 1.4 11.4 M&A related costs 114.5 85.9 6.0 Loss on investment 10.6 — — Amortization of bridge financing debt issuance cost 12.4 7.1 — Acquisition related amortization and depreciation 179.0 44.6 46.1 Impact on tax provision from Non-GAAP adjustments (1) (79.6) (34.1) (16.1) Recognition of non-cash pension plan related settlement costs 146.9 23.3 — Impact on tax provision from non-cash pension plan related settlement costs (37.1) (6.0) — Discrete tax adjustment from M&A activity 5.4 — — Impact on tax provision from tax basis write-off — — (10.7) Deferred tax benefit related to an internal reorganization — (8.8) — Adjusted income from continuing operations $ 333.1 $ 198.0 $ 166.0 (Loss) income from continuing operations $ (49.7) $ 84.6 $ 129.3 Total shares and dilutive securities 52.0 32.2 32.1 Diluted earnings per share from continuing operations $ (0.96) $ 2.63 $ 4.02 Adjusted income from continuing operations $ 333.1 $ 198.0 $ 166.0 Total shares and dilutive securities 52.0 32.2 32.1 Adjusted diluted earnings per share from continuing operations $ 6.41 $ 6.15 $ 5.17 (1) Impact on tax provision was calculated using the enacted rate for the relevant jurisdiction for the years ended December 31, 2025, 2024, and 2023, respectively.
Restructuring of the Notes to Consolidated Financial Statements. Inbound Orders and Order Backlog Inbound orders represent the estimated sales value of confirmed customer orders received during the year. JBT's inbound orders from continuing operations during the years ended December 31, 2024 and 2023 were $1,788.3 million and $1,667.5 million, respectively.
For additional financial information about restructuring, refer to Note 21. Restructuring of the Notes to Consolidated Financial Statements. Inbound Orders and Order Backlog Inbound orders represent the estimated sales value of confirmed customer orders received during the year. Inbound orders from continuing operations during the year ended December 31, 2025 and 2024 were $3,842.7 million and $1,788.3 million, respectively.
(c) A summary of our operating lease obligations as of December 31, 2024 can be found in Note 18, “Leases”, of the Notes to the Consolidated Financial Statements.
(b) Amounts include contractual interest payments using the interest rates as of December 31, 2025. (c) A summary of our operating lease obligations as of December 31, 2025 can be found in Note 19, “Leases”, of the Notes to the Consolidated Financial Statements.
We define Adjusted EBITDA as EBITDA before restructuring, pension expense other than service cost, and M&A related costs. • Adjusted income from continuing operations and Adjusted diluted earnings per share from continuing operations: We adjust earnings for restructuring expense, M&A related costs, which include integration costs and the amortization of inventory step-up from business combinations, advisory and transaction costs for both potential and completed M&A transactions and strategy (“M&A related costs”), amortization of debt issuance costs related to bridge financing for potential M&A transactions, and impact on tax provision from remeasurement of deferred taxes for material tax rate changes and internal reorganizations. • Free cash flow: We define free cash flow as cash provided by continuing operating activities, less capital expenditures, plus proceeds from sale of fixed assets and pension contributions.
We define Adjusted EBITDA margin as Adjusted EBITDA divided by revenue. • Adjusted income from continuing operations and Adjusted diluted earnings per share from continuing operations: We adjust earnings for restructuring expense, M&A related and other costs, which include integration costs, amortization of inventory step-up from business combinations, impacts of foreign currency derivatives and trades to hedge variability of exchange rates on the cash consideration paid for business combination, advisory and transaction costs for both potential and completed M&A transactions and strategy, acquisition related amortization and depreciation, amortization of debt issuance costs related to bridge financing for potential M&A transactions, non-cash pension plan related settlement costs and the related tax impact. • Free cash flow: We define free cash flow as cash provided by continuing operating activities, less capital expenditures, plus proceeds from sale of fixed assets and pension contributions.
This increase was primarily due to the settlement charge of $23.3 million recognized in the fourth quarter of 2024 as part of the partial termination of the U.S. qualified defined benefit pension plan. The remaining increase was primarily due to a lower expected return on pension assets in 2024 compared to the prior year.
This increase was primarily due to the settlement charge of $146.9 million recognized in the first quarter of 2025 upon the termination of the U.S. qualified defined benefit pension plan, compared to $23.3 million of settlement charges recognized in 2024 as part of the partial termination of this plan.
(2) Pension expense, other than service cost is excluded as it represents all non service-related pension expense, which consists of non-cash interest cost, expected return on plan assets, amortization of actuarial gains and losses, and settlement charges.
(2) Pension expense, other than service cost, is excluded as it represents all non service-related pension expense, which consists of non-cash interest cost, expected return on plan assets, amortization of actuarial gains and losses, and settlement charges. 45 (3) Costs incurred as a direct result of the restructuring program are excluded because they are not part of the ongoing operations of our underlying business.
Income from continuing operations and Adjusted EBITDA Income from continuing operations for the year ended December 31, 2024 was $84.6 million compared to $129.3 million in 2023, representing a decrease of $44.7 million. Adjusted EBITDA was $295.0 million for the year ended December 31, 2024 compared to $273.1 million in 2023, representing an increase of $21.9 million or 8.0%.
(Loss) income from continuing operations and Adjusted EBITDA Loss from continuing operations for the year ended December 31, 2025 was $49.7 million compared to income from continuing operations of $84.6 million in 2024, representing a decrease of $134.3 million.
M&A related costs are excluded as they are not part of the ongoing operations of our underlying business. 47 The table below provides a reconciliation of income from continuing operations as reported to adjusted income from continuing operations and adjusted diluted earnings per share from continuing operations.
The table below provides a reconciliation of income from continuing operations as reported to adjusted income from continuing operations and adjusted diluted earnings per share from continuing operations.
The non-GAAP financial measures are not intended to be used as a substitute for, nor should they be considered in isolation of, financial measures prepared in accordance with U.S. GAAP. 46 Additional details for each Non-GAAP financial measure follow: • EBITDA and Adjusted EBITDA: We define EBITDA as earnings before income taxes, interest expense and depreciation and amortization.
The non-GAAP financial measures are not intended to be used as a substitute for, nor should they be considered in isolation of, financial measures prepared in accordance with U.S. GAAP.
The take out financing resulted in the carryforward of the initial $604 million borrowing from our existing revolving credit facility and additional borrowings of $900 million drawn from the Term Loan B and $18.6 million from the amended credit facility to fund the Marel Transaction and related expenditures. 49 On January 2, 2025, we closed the Marel Transaction by acquiring approximately 97.5% of Marel's issued and outstanding common shares.
The takeout financing resulted in the carryforward of the initial $604 million borrowing from our existing revolving credit facility and additional borrowings of $900 million drawn from the Term Loan B and $18.6 million from the amended revolving credit facility to fund the Marel Transaction, subsequent acquisition of the non-controlling interest of Marel, and related expenditures.
These cross currency swap agreements have a combined notional amount of $700 million and synthetically swap interest rates from SOFR to EURIBOR and hedge the impact of variability in exchange rates on the U.S. dollar dominated debt and related interest payments, excluding credit spread, by our euro-functional entity.
These cross currency swap agreements have a combined notional amount of $694.8 million and synthetically swapped an average SOFR interest rate of 4.25% with an average EURIBOR rate of 2.18% for the year ended December 31, 2025, to hedge the impact of variability in exchange rates on the U.S. dollar dominated debt and related interest payments, excluding credit spread, by our euro-functional entity. 50 Critical Accounting Estimates We prepare our consolidated financial statements in conformity with U.S. generally accepted accounting principles.
The following table details the cumulative amount of annualized savings and incremental savings for the 2022/2023 restructuring plan: Cumulative Amount Incremental Amount Cumulative Amount (In millions) As of December 31, 2023 During the year ended December 31, 2024 As of December 31, 2024 Cost of sales $ 4.9 $ 4.3 $ 9.2 Selling, general and administrative 6.2 4.6 10.8 Total restructuring savings $ 11.1 $ 8.9 $ 20.0 For additional financial information about restructuring, refer to Note 20.
The following table details the cumulative amount of annualized savings and incremental savings for the JBT Marel 2025 Integration restructuring plan: Cumulative Amount Incremental Amount Cumulative Amount (In millions) As of December 31, 2024 During the year ended December 31, 2025 As of December 31, 2025 Cost of sales $ — $ 3.6 $ 3.6 Selling, general and administrative — 23.1 23.1 Total restructuring savings $ — $ 26.7 $ 26.7 Cumulative cost savings for the JBT Marel 2025 Integration restructuring plan are expected to be between $65.0 million and $75.0 million.
Year Ended December 31, (In millions) 2024 2023 2022 Income from continuing operations $ 84.6 $ 129.3 $ 103.8 Income tax provision 10.7 23.5 16.2 Interest (income) expense, net (4.3) 10.9 12.6 Depreciation and amortization 89.4 91.3 76.2 EBITDA from continuing operations 180.4 255.0 208.8 Restructuring related costs (1) 1.4 11.4 7.3 Pension expense, other than service cost (2) 27.3 0.7 — M&A related costs (3) 85.9 6.0 11.6 Adjusted EBITDA from continuing operations $ 295.0 $ 273.1 $ 227.7 (1) Costs incurred as a direct result of the restructuring program are excluded because they are not part of the ongoing operations of our underlying business.
Year Ended December 31, (In millions) 2025 2024 2023 Income from continuing operations $ (49.7) $ 84.6 $ 129.3 Income tax (benefit) provision (13.1) 10.7 23.5 Interest (income) expense, net 103.3 (4.3) 10.9 Other financing (income) (1) (10.6) — — Loss on investment 10.6 — — Pension expense, other than service cost (2) 148.5 27.3 0.7 Restructuring related costs (3) 30.7 1.4 11.4 M&A related costs (4) 114.5 85.9 6.0 Depreciation and amortization (5) 266.2 89.4 91.3 Adjusted EBITDA from continuing operations $ 600.4 $ 295.0 $ 273.1 (1) Other financing income represents transaction gains from fair value hedges on our foreign currency denominated debt, and are considered non-operating as they relate to our cost of borrowing on this debt.
Critical Accounting Estimates We prepare our consolidated financial statements in conformity with U.S. generally accepted accounting principles. As such, we are required to make certain estimates, judgments and assumptions about matters that are inherently uncertain.
As such, we are required to make certain estimates, judgments and assumptions about matters that are inherently uncertain.
The table below provides a reconciliation of cash provided by operating activities to free cash flow: Year Ended December 31, (in millions) 2024 2023 2022 Cash provided by continuing operating activities $ 232.6 $ 74.2 $ 135.2 Less: capital expenditures 37.9 55.1 84.6 Plus: proceeds from disposal of assets 1.4 2.1 1.1 Plus: pension contributions 3.2 12.1 3.5 Plus: income taxes on gain from sale of AeroTech — 133.2 — Free cash flow (FCF) $ 199.3 $ 166.5 $ 55.2 48 Restructuring In the third quarter of 2020, the Company implemented a restructuring plan ("2020 restructuring plan") for manufacturing capacity rationalization across the Company.
Year Ended December 31, (in millions) 2025 2024 2023 Cash provided by continuing operating activities $ 341.7 $ 232.6 $ 74.2 Less: capital expenditures 103.6 37.9 55.1 Plus: proceeds from disposal of assets 6.6 1.4 2.1 Plus: pension contributions 5.1 3.2 12.1 Plus: income taxes on gain from sale of AeroTech — — 133.2 Free cash flow (FCF) $ 249.8 $ 199.3 $ 166.5 46 Free cash flow for the year ended December 31, 2025 was $249.8 million, which includes payment for acquisition costs of the Marel Transaction of approximately $101 million, representing an increase of $50.5 million and $83.3 million compared to 2024 and 2023, respectively.
Contractual Obligations and Cash Requirements The following is a summary of our significant contractual and other obligations at December 31, 2024: (In millions) Total Payments Current Long-Term Long-term debt (a) $ 1,252.1 $ — $ 1,252.1 Interest payments on long-term debt (b) 219.0 42.6 176.4 Operating leases (c) 37.2 13.3 23.9 Total contractual and other obligations (d) $ 1,508.3 $ 55.9 $ 1,452.4 (a) A summary of our long-term debt obligations as of December 31, 2024 can be found in Note 7, “Debt”, of the Notes to the Consolidated Financial Statements. 50 (b) Amounts include contractual interest payments using the interest rates as of December 31, 2024 and include the effect of our interest rate swaps.
By using available non-U.S. cash to repay our debt on a short-term basis, we can optimize our leverage ratio, which has the effect of lowering our interest costs. 48 Contractual Obligations and Cash Requirements The following is a summary of our significant contractual and other obligations at December 31, 2025: (In millions) Total Payments Current Long-Term Long-term debt (a) $ 1,910.3 $ 412.7 $ 1,497.6 Interest payments on long-term debt (b) 324.9 55.3 269.6 Operating leases (c) 94.7 22.2 72.5 Total contractual and other obligations (d) $ 2,329.9 $ 490.2 $ 1,839.7 (a) A summary of our long-term debt obligations as of December 31, 2025 can be found in Note 8, “Debt”, of the Notes to the Consolidated Financial Statements.
This was partially offset by input cost inflation and a stronger mix of non-recurring revenue compared to the prior year, which tends to have lower margins than recurring revenue.
This decrease was partially offset by synergy savings and an increased mix of recurring revenue compared to the prior year, which tends to have higher margins than non-recurring revenue. 41 Selling, general and administrative expense Selling, general and administrative expense increased $609.2 million compared to the prior year.
JBT Marel is focused on improving margins through volume growth, continuous improvement initiatives, and synergy realization. 43 Results of Continuing Operations A discussion of JBT's results of operations for 2024 compared to 2023 is set forth below.
We are also focused on improving year-over-year margins through ongoing execution of synergy cost savings projects coupled with volume leverage and continuous improvement efficiencies. 40 Results of Continuing Operations A discussion of JBT Marel’s results of operations for 2025 compared to 2024 is set forth below.
We specialize in designing, manufacturing, and servicing cutting-edge technology, systems, and software for a broad range of food and beverage end markets.
Fueled by our purpose to transform the future of food, we help our customers maximize production output and performance through our diverse food application knowledge and integrated solutions offerings. We specialize in designing, manufacturing, and servicing cutting-edge technology, systems, and software for a broad range of food and beverage end markets.
During 2025, we also expect to incur integration costs and other synergy related costs in the range of $55 million to $65 million related to the acquisition of Marel.
Our level of capital expenditures varies from time to time as a result of actual and anticipated business conditions. During 2026, we also expect to incur integration costs and other synergy-related costs in the range of $45 million to $55 million relate d to the acquisition of Marel.
Our ability to use this revolving credit facility is limited by the leverage ratio covenant referenced below. Our credit agreement includes restrictive covenants that, if not met, could lead to a renegotiation of our credit lines, a requirement to repay our borrowings and/or a significant increase in our cost of financing.
Financing Arrangements As of December 31, 2025 we had $37.6 million drawn on and $1,756.4 million of availability under the revolving credit facility. Our Second A&R Credit Agreement includes restrictive covenants that, if not met, could lead to a renegotiation of our credit lines, a requirement to repay our borrowings and/or a significant increase in our cost of financing.
The increase in Adjusted EBITDA was primarily driven by higher gross profit, partially offset by higher selling, general and administrative expense, excluding the impacts of our depreciation, amortization, and acquisition and integration costs. Income from discontinued operations For the year ended December 31, 2024, we recognized income from discontinued operations, net of income taxes, of $0.8 million.
The increase in Adjusted EBITDA was primarily driven by incremental gross profit attributable to the recently acquired Marel business and integration synergies, partially offset by higher selling, general and administrative expense, excluding the impacts of our depreciation, amortization, and acquisition and integration costs. Loss from continuing operations margin decreased 620 bps to (1.3)% compared to 4.9% in 2024.
On of February 4, 2025, we acquired the remaining 2.5% of Marel's issued and outstanding common shares ("Squeeze out").
On January 2, 2025, we closed the Marel Transaction by acquiring approximately 97.5% of Marel's issued and outstanding equity interests. On February 4, 2025, we acquired the remaining 2.5% of Marel's issued and outstanding equity interests (the “Squeeze out”).
(3) M&A related costs include integration costs, amortization of inventory step-up from business combinations, impacts of foreign currency derivatives and trades to hedge variability of exchange rates on the cash consideration paid for business combination, advisory and transaction costs for both potential and completed M&A transactions and strategy.
(4) M&A related and other costs include advisory and transaction related costs for both potential and completed M&A transactions and strategy of $57.9 million, amortization of inventory step-up from business combinations of $21.2 million, and integration costs of $35.4 million.
Organic revenue grew by $59.4 million and foreign currency translation was unfavorable by $7.8 million compared to the prior year. The increase in organic revenue was primarily the result of higher pricing as well as an increase in volume for non-recurring revenue. Recurring revenue was flat year over year.
The acquisition of Marel provided additional revenue of $1,966.0 million, which is inclusive of a favorable foreign currency translation impact of $50.5 million. Organic revenue grew by $39.8 million and foreign currency translation was favorable by $76.5 million compared to the prior year. The increase in organic revenue was primarily the result of an increase in volume for recurring revenue.
The tax rate for the year ended December 31, 2023 was favorably impacted by discrete items totaling $9.5 million, primarily driven by a benefit related to the disposition of a subsidiary which generated a capital loss that was partially allocated to continuing operations.
Income tax (benefit) provision The tax rate on the loss from continuing operations was 21.0% for the year ended December 31, 2025. The tax benefit for the year ended December 31, 2025 was unfavorably impacted by discrete items totaling $5.9 million, primarily driven by non-deductible acquisition costs.
Take-out financing includes a leverage holiday that permits a maximum secured leverage ratio of 5.0x for the initial 12-months after the Marel Transaction close date and a total leverage ratio of 5.75x. We expect to use the liquidity available for the combined company for the integration of JBT and Marel and our other capital allocation priorities.
The takeout financing included a leverage holiday that permitted a maximum secured leverage ratio of 5.0x for the initial 12-months after the Marel Transaction close date and a total leverage ratio of 5.75x. On January 2, 2026, our maximum secured leverage ratio stepped-down to 4.0x, which did not result in a change in our calculated liquidity.
Liquidity and Capital Resources Overview of Sources and Uses of Cash Our primary sources of liquidity are cash flows provided by operating activities from our U.S. and foreign operations, our revolving credit facility and our cash and cash equivalents on hand.
Our revenue and operating income are generally lower in the first quarter and highest in the fourth quarter, primarily as a result of our customers’ purchasing trends. 47 Liquidity and Capital Resources Overview of Sources and Uses of Cash Our primary sources of liquidity are cash flows provided by operating activities from our operations, our revolving credit facility, proceeds from the issuance of the Convertible Senior Notes due 2030 (the “2030 Notes”) on September 9, 2025, and our cash and cash equivalents on hand.
JBT's inbound orders from continuing operations increased $120.8 million for the year ended December 31, 2024 compared to 2023, which includes an unfavorable foreign currency translation impact of $8.8 million in the period resulting in an increase of $129.6 million on a constant currency basis. Order backlog is calculated as the estimated sales value of unfilled, confirmed customer orders.
Inbound orders from continuing operations increased $2,054.4 million for the year ended December 31, 2025 compared to 2024. The acquisition of Marel provided additional inbound of $2,105.5 million and the impact of foreign currency translation was favorable by $78.8 million in the period, resulting in a decrease of $130.0 million on a constant currency basis.
Management's Discussion and Analysis of Financial Condition and Results of Operations" of the Annual Report on Form 10-K speak to the combined company subsequent to the Marel Transaction unless otherwise noted. 42 Business Conditions and Outlook JBT’s 2024 operating performance was strong, and the year-over-year revenue and orders growth was driven by JBT’s diverse end market solutions.
Management’s Discussion and Analysis of Financial Condition and Results of Operations” of the Annual Report on Form 10-K speak to the combined company subsequent to the Marel Transaction unless otherwise noted. Business Segments Following the acquisition of Marel on January 2, 2025, we operated through two segments, JBT and Marel, which were comprised of the legacy operations of each business.
For free cash flow purposes, we consider contributions to pension plans to be more comparable to the payment of debt, and therefore exclude these contributions from the calculation of free cash flow. • Constant currency measures: We evaluate our results of operations on both an as reported and a constant currency basis as it provides greater transparency into our operating results and trends, and a more meaningful comparison of our ongoing operating results.
For free cash flow purposes, we consider contributions to pension plans to be more comparable to the payment of debt, and therefore exclude these contributions from the calculation of free cash flow. The tables below reconcile each non-GAAP financial measure to the most comparable GAAP financial measure.
JBT's order backlog from continuing operations was $720.5 million and $678.2 million as of December 31, 2024 and 2023, respectively. JBT's order backlog from continuing operations at December 31, 2024 increased by $42.3 million compared to December 31, 2023. We expect to convert 88% of backlog at December 31, 2024 into revenue during 2025.
Order backlog is calculated as the estimated sales value of unfilled, confirmed customer orders. Order backlog as of December 31, 2025 and 2024 was $1,372.0 million and $720.5 million, respectively. Order backlog from continuing operations at December 31, 2025 increased by $651.5 million compared to December 31, 2024, primarily due to the acquisition of Marel.
Based on our current capital allocation objectives for the combined company, we anticipate capital expenditures to be between $90 million and $100 million during 2025. Our level of capital expenditures varies from time to time as a result of actual and anticipated business conditions.
Our liquidity is available for repayment of the Convertible Senior Notes due 2026 (the “2026 Notes”) and to support the continued integration of JBT and Marel and our other capital allocation priorities. Based on our current capital allocation objectives for the combined company, we anticipate capital expenditures to be between $105 million and $115 million during 2026.
The Company recognized restructuring charges of $18.2 million, net of a cumulative release of the related liability of $7.7 million. The 2022/2023 restructuring plan was completed as of March 31, 2024.
We recognized restructuring charges of $31.2 million, net of a cumulative release of the related liability of $0.4 million through December 31, 2025, and expect to recognize the remaining costs by the end of 2026.
Removed
Our approach to Environmental, Social and Corporate Governance (ESG) builds on our culture and long tradition of concern for our employees’ health, safety, and well-being; partnering with our customers to find ways to make better use of the earth’s precious resources; and giving back to the communities where we live and work.
Added
Our approach to Environmental, Social and Governance (ESG) initiatives is embedded in our overall company strategy and is advanced through five key pillars, related to: • Our customers, to whom we offer diverse solutions, operational scale and application, service, and digital expertise focused on enabling customers to reach their sustainability goals; • Our products and service solutions that offer efficient energy and water usage, extend product shelf life and equipment lifespans, contribute to food traceability and safety, and help minimize food loss; • Our people and communities, for and with whom we are creating a values-driven workplace, ensuring all employees have the tools they need to succeed and experience a sense of belonging; • Our operations, where we are integrating practices to reduce our greenhouse gas (GHG) emissions, curb energy use, minimize waste generation, and optimize water use; and • Our supply partners, with whom we are engaging to better understand their environmental impact and identify collaborative opportunities to more effectively achieve common sustainability goals.
Removed
Our equipment and technologies continue to deliver quality performance while striving to minimize food waste, extend food product life, support customer sustainability objectives, and maximize efficiency in order to create shared value for our food and beverage customers.
Added
During the fourth quarter of 2025, we realigned our reportable segments to better reflect the integration of our new operating model. We now operate through two reportable segments: Protein Solutions and Prepared Food and Beverage Solutions.
Removed
While the majority of our impact lies within the solutions offered to our customers, our commitment to environmental responsibility extends to our own operations. We strive for our own facilities to operate efficiently and safely, much like the solutions we provide to our customers.
Added
The Protein Solutions segment includes businesses that provide solutions for initial stage processing and harvesting of animal proteins, primarily focusing on poultry, pork, fish, and beef. Examples of core technologies include primary processing systems, cut-up, bone detection and removal, portioning, and robotic batching.
Removed
We recognize the responsibility we have to make a positive impact on our shareholders, the environment and our communities in a manner that is consistent with our fiduciary duties. We have engaged in structured education for enhancing inclusive leadership skills in our organization designed to ensure more diversity in our leadership and hiring practices. Strategic Acquisition of Marel hf.
Added
The Prepared Food and Beverage Solutions segment includes businesses that offer solutions predominantly for downstream value-added preparation, preservation, and packaging of foods and beverages into ready to eat or drink products. This segment also includes capabilities for pet food, dairy, bakery, pharmaceutical and nutraceutical, and warehouse automation end markets.
Removed
In 2024, equipment demand from global poultry customers increased year over year as market conditions and customer cash flow improved. Additionally, JBT experienced strong demand across its diverse end markets, including warehouse automation, fruit and vegetable, ready meals, and pharmaceuticals. JBT generated record orders in the fourth quarter of 2024 with broad strength across most end markets.
Added
Examples of core technologies include meat preparation, forming, cutting, slicing, cooking, freezing, extraction, blending, filling, preservation, labeling, packaging, and automated guided vehicles.
Removed
JBT also achieved record margins in full year 2024 primarily driven by supply chain cost savings and continuous improvement initiatives. Looking ahead, JBT Marel expects that the demand environment will continue to improve in 2025 driven by the Company’s holistic solutions offering, further recovery in equipment demand from global poultry customers, and resilient demand for aftermarket parts and service.
Added
For further segment information, see below ‘Operating Results of Business Segments’ and Note 20 of the Notes to Consolidated Financial Statements in Part II, Item 8: Financial Statements and Supplementary Data of this Form 10-K. 39 Business Conditions and Outlook Our 2025 financial performance was driven by strong demand, particularly for poultry solutions, healthy backlog conversion, and successful execution of margin improvement initiatives.
Removed
Gross Profit and Gross Profit Margin Gross profit margin increased 130 bps to 36.5% compared to 35.2% in 2023. The increase was driven primarily by higher volume and pricing as well as savings from our 2022/2023 restructuring plan and sourcing initiatives.
Added
We experienced resilient demand for our aftermarket parts and service products, generating approximately 50% of total revenue from recurring revenue. Additionally, equipment orders from the poultry end market were robust with healthy equipment demand from other diversified end markets, including meat, beverages, ready meals, and pharmaceuticals. JBT Marel’s margin performance benefited from realized synergy savings and continuous improvement initiatives.
Removed
Selling, general and administrative expense Selling, general and administrative expense increased $97.1 million compared to the prior year, and as a percent of revenue increased 490 bps to 29.5% compared to 24.6% in 2023.
Added
For full year 2026 we believe that effective backlog conversion and healthy demand will help deliver year-over-year revenue growth.
Removed
This increase was primarily due to higher M&A related cost in the amount of $79.9 million incurred in connection with the Marel Transaction, higher compensation expense from the long term incentive plan as well as merit increases, and higher marketing expenses.
Added
Gross profit margin Gross profit margin decreased 140 bps to 35.1% compared to 36.5% in 2024. The decrease was driven primarily by tariff impacts and operating inefficiencies on select projects within our Prepared Food and Beverage Solutions segment.
Removed
The increase was partially offset by savings from our restructuring program. 44 Pension expense, other than service cost Pension expense, other than service cost increased $26.6 million compared to the same period in the prior year.
Added
This increase was primarily driven by the acquisition of Marel and higher costs associated with the integration. Selling, general and administrative expense as a percentage of revenue was flat compared to 2024. Pension expense, other than service cost Pension expense, other than service cost increased $121.2 million compared to the prior year.
Removed
Interest income Interest income increased $10.3 million compared to 2023. This increase was due to interest income earned on cash on hand from the proceeds from the sale of the AeroTech business ("AeroTech") which was completed during the third quarter of 2023. Interest expense Interest expense decreased $4.9 million compared to 2023.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

7 edited+7 added−2 removed9 unchanged
Biggest changeWe have designated these swaps as cash flow hedges and all changes in fair value of the swaps are recognized in Accumulated other comprehensive income (loss). We use a sensitivity analysis to measure the impact on fair value of the interest rate swaps of an immediate adverse movement in the interest rates of 50 basis points.
Biggest changeWe use a sensitivity analysis to measure the impact of an immediate 10% movement in the foreign currency exchange rates underlying these swaps.
We do not apply hedge accounting for our foreign currency forward instruments. 53 We economically hedge our recognized foreign currency assets and liabilities to reduce the risk that our earnings and cash flows will be adversely affected by fluctuations in foreign currency exchange rates.
We do not apply hedge accounting for our foreign currency forward instruments. We economically hedge our recognized foreign currency assets and liabilities to reduce the risk that our earnings and cash flows will be adversely affected by fluctuations in foreign currency exchange rates.
We do not use derivative financial instruments where the objective is to generate profits solely from trading activities. At December 31, 2024 and 2023, our derivative holdings consisted of foreign currency forward contracts and foreign currency instruments embedded in purchase and sale contracts and interest rate swap contracts.
We do not use derivative financial instruments where the objective is to generate profits solely from trading activities. At December 31, 2025 and 2024, our derivative holdings consisted of foreign currency forward contracts and foreign currency instruments embedded in purchase and sale contracts and interest rate swap contracts.
These forward-looking disclosures address potential impacts from market risks only as they affect our financial instruments. They do not include other potential effects resulting from changes in foreign currency exchange rates, interest rates, commodity prices or equity prices that could impact our business. Foreign Currency Exchange Rate Risk During 2024, our foreign subsidiaries generated 46% of JBT's revenue.
These forward-looking disclosures address potential impacts from market risks only as they affect our financial instruments. They do not include other potential effects resulting from changes in foreign currency exchange rates, interest rates, commodity prices or equity prices that could impact our business. Foreign Currency Exchange Rate Risk During 2025, our foreign subsidiaries generated 62% of our revenue.
A 10% adverse movement in the foreign currency exchange rates would reduce the value of our derivative instruments by $11.9 million (pre-tax) as of December 31, 2024. This amount would be reflected in our net income but would be significantly offset by the changes in the fair value of the underlying hedged assets and liabilities.
A 10% adverse movement in the foreign currency exchange rates would reduce the value of our derivative instruments by $1.5 million (pre-tax) as of December 31, 2025. This amount would be reflected in our net income but would be significantly offset by the changes in the fair value of the underlying hedged assets and liabilities.
In May 2021, we issued $402.5 million aggregate principal amount of Convertible Senior Notes (the “Notes”) due 2026. We do not have economic interest rate exposure as the Notes have a fixed annual rate of 0.25%. The fair value of the Notes is subject to interest rate risk, market risk and other factors due to its conversion feature.
We do not have economic interest rate exposure as the 2026 Notes and 2030 Notes have fixed annual rates of 0.25% and 0.375%, respectively. The fair value of the Notes is subject to interest rate risk, market risk and other factors due to its conversion feature.
Market Risk and Interest Rate Risk Our borrowings from the revolving credit facility subject us to market risk associated with movements in interest rates. We had $604.0 million in variable rate debt outstanding at December 31, 2024. A hypothetical 10% adverse movement in the interest rate would increase our annual interest expense by $3.5 million.
We had $932.8 million in variable rate debt outstanding at December 31, 2025. A hypothetical 10% adverse movement in the interest rate would increase our annual interest expense by $5.3 million.
Removed
As of December 31, 2024, we had four interest rate swaps executed in March 2020 with a combined notional amount of $200 million expiring in April 2025, and one interest rate swap executed in May 2020 with a notional amount of $50 million expiring in May 2025.
Added
In January 2025, we entered into five cross-currency swaps related to the portion of the U.S. dollar denominated Term Loan B drawn down by JBT Marel’s European entity.
Removed
This analysis was based on a modeling technique that measures the hypothetical market value resulting from a 50 basis point change in interest rates. This adverse change in the applicable interest rates would result in a decrease of $0.1 million in the net fair value of our interest rate swaps for $250 million of notional value expiring in 2025.
Added
These cross currency swap agreements have a combined notional amount of $694.8 million and synthetically swap interest rates from SOFR to EURIBOR and hedge the impact of variability in exchange rates on the U.S. dollar dominated debt and related interest payments, excluding credit spread, by our euro-functional entity.
Added
The aggregate fair value of these swaps was a liability position of $116.6 million at December 31, 2025. We use a sensitivity analysis to measure the impact of an immediate 10% adverse movement in the foreign currency exchange rates underlying these swaps.
Added
A hypothetical 10% adverse movement in the currency exchange rates underlying these swaps from the market rate at December 31, 2025 would have resulted in a loss in value of the swaps by approximately $53.8 million.
Added
During 2025, the Company entered into a series of cross currency swaps with an aggregate notional amount of $2.1 billion to hedge the currency exchange component of our net investments in certain of our foreign subsidiaries. The aggregate fair value of these swaps was in a liability position of $23.3 million at December 31, 2025.
Added
A hypothetical adverse movement in the currency exchange rates underlying these swaps from the market rate at December 31, 2025 would have resulted in a loss in value on the swaps by $217.1 million. 53 Market Risk and Interest Rate Risk Our borrowings from the revolving credit facility subject us to market risk associated with movements in interest rates.
Added
During the second quarter of 2021, we issued $402.5 million aggregate principal amount of Convertible Senior Notes due in May 2026 (the “2026 Notes”) and during the third quarter of 2025, we issued $575.0 million aggregate principal amount of Convertible Senior Notes due in September 2030 (the “2030 Notes”, and together with the 2026 Notes, the “Notes”).

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