Form 8-K

8-K — JBT MAREL Corp

Accession: 0001628280-26-029903

Filed: 2026-05-04

Period: 2026-05-04

CIK: 0001433660

SIC: 3550 (SPECIAL INDUSTRY MACHINERY (NO METALWORKING MACHINERY))

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — jbt-20260504.htm (Primary)

EX-99.1 (a2026q1earningsexhibit9918k.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: jbt-20260504.htm · Sequence: 1

jbt-20260504

0001433660FALSE00014336602026-05-042026-05-04

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): May 4, 2026

JBT Marel Corporation

(Exact name of registrant as specified in its charter)

Delaware 001-34036 91-1650317

(State or other jurisdiction of

incorporation or organization) (Commission File Number) (I.R.S. Employer

Identification Number)

333 West Wacker Drive, Suite 3400

Chicago, IL 60606

(Address of principal executive offices, including Zip Code)

(312) 861-5900

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Forms 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to section 12(b) of the Act:

Title of each class Trading symbol(s) Name of each exchange on which registered

Common Stock, par value $0.01 per share JBTM New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐

Item 2.02 Results of Operations and Financial Condition.

On May 4, 2026, JBT Marel Corporation (the "Company") issued a press release announcing financial results for its first quarter ended March 31, 2026. The press release is attached hereto as Exhibit 99.1.

The information, including Exhibit 99.1, furnished in this report is not deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. Registration statements or other documents filed with the Securities and Exchange Commission shall not incorporate this information by reference, except as otherwise expressly stated in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No. Description

99.1

Press release issued May 4, 2026.

104 Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

JBT Marel Corporation

Date: May 4, 2026

By: /s/ Matthew J. Meister

Name Matthew J. Meister

Title Executive Vice President and Chief Financial Officer

EX-99.1

Filename: a2026q1earningsexhibit9918k.htm · Sequence: 2

Document

Exhibit 99.1

News Release

JBT Marel Corporation

333 West Wacker Drive

Suite 3400

Chicago, IL 60606

JBT Marel Corporation Reports First Quarter 2026 Results and Reiterates Full Year 2026 Guidance

First Quarter 2026 Highlights:

◦Continued strong demand with orders exceeding $1 billion; revenue was $936 million, resulting in a book-to-bill ratio of 1.14x

◦Net income margin was 4.8 percent, and adjusted EBITDA margin was 15.2 percent

◦GAAP diluted earnings per share was $0.86, and adjusted earnings per share was $1.58

◦Operating cash flow of $119 million, coupled with year-over-year operational improvement, enabled further balance sheet deleveraging to 2.6x

CHICAGO, May 4, 2026 - JBT Marel Corporation (NYSE and Nasdaq Iceland: JBTM), a leading global technology solutions provider to high-value segments of the food & beverage industry, today reported financial results for the first quarter of 2026.

"We started 2026 on a positive note, marking the second consecutive quarter with inbound orders above $1 billion," said Brian Deck, Chief Executive Officer. "Our orders reflected strong demand across our Prepared Food and Beverage Solutions and Protein Solutions segments."

"During the first quarter, we hosted our 2026 Investor Day," continued Deck. "We introduced our NextGen strategy, which further elevates our value proposition by advancing our customer-centric service model, enhancing our full-line product offering with targeted innovation, expanding commercial opportunities through cross-selling, and harnessing our continuous improvement culture to reduce complexity and achieve sustainable margin expansion."

Comparisons in this news release are to the comparable period of the prior year, unless otherwise noted. An earnings presentation with supplemental information is available on the Company's Investor Relations website at https://ir.jbtmarel.com/events/presentations.

JBT Marel First Quarter 2026 Consolidated Results

"We achieved meaningful year-over-year operational performance as we continued the margin expansion journey outlined in our strategy," said Matt Meister, Executive Vice President and Chief Financial Officer. "Additionally, we generated quarterly free cash flow of $100 million, enabling us to further deleverage our balance sheet."

First quarter 2026 consolidated revenue of $936 million increased 10 percent with approximately 6 percent benefit from foreign exchange translation. The foreign exchange benefit was largely as expected. Net income of $45 million improved $218 million, and net income margin was 4.8 percent. The improvement in net income was primarily driven by lower non-recurring and transaction related costs as well as margin enhancement efforts and lower interest expense.

First quarter 2026 consolidated adjusted EBITDA of $142 million improved $30 million, and adjusted EBITDA margin was 15.2 percent. Diluted earnings per share (EPS) was $0.86 compared to a loss per share of $3.35. Adjusted EPS was $1.58 compared to $0.97. Orders totaled $1.07 billion, inclusive of approximately $60 million in a year-over-year benefit from foreign exchange translation, and quarter-ending backlog was $1.49 billion.

First quarter 2026 operating cash flow was $119 million, and free cash flow was $100 million. As of March 31, 2026, the Company's net debt to trailing twelve months adjusted EBITDA was 2.6x.

JBT Marel First Quarter 2026 Segment Results

Three Months Ended March 31, 2026

In millions except margin Protein Solutions Prepared Food and Beverage Solutions

Segment revenue $ 460 $ 476

Segment adjusted EBITDA $ 100 $ 70

Segment adjusted EBITDA margin 21.7% 14.7%

First quarter 2026 Protein Solutions segment revenue increased 22 percent, inclusive of approximately 8 percent year-over-year benefit from foreign exchange translation. Segment adjusted EBITDA margin improved more than 500 basis points, benefiting from higher poultry volume and continued improvement in the meat and fish businesses.

First quarter 2026 Prepared Food and Beverage Solutions segment revenue was flat, inclusive of approximately 4 percent year-over-year benefit from foreign exchange translation. Segment adjusted EBITDA margin declined 170 basis points, which was impacted, as expected, by higher tariff costs, lower volume from the CPG end market, and operational challenges in the warehouse automation business.

JBT Marel Outlook

JBT Marel is reiterating its full year 2026 guidance, and the below table reflects consolidated guidance.

Guidance

In millions except EPS and margin FY 2026

Revenue $3,990 - $4,065

Net income margin 6.1% - 6.6%

Adjusted EBITDA margin(1)

17.0% - 17.5%

GAAP diluted EPS $4.70 - $5.15

Adjusted EPS(1)

$8.00 - $8.50

(1) Non-GAAP figure. Please see supplemental schedules for adjustments and reconciliations.

For the full year 2026, given the continued demand strength experienced in the first quarter 2026, JBT Marel still expects year-over-year consolidated revenue growth of 5 - 7 percent, which is inclusive of approximately 1 percent foreign exchange translation benefit.

From a tariff perspective, while there are several moving components, the Company expects the impact of recent tariff policy changes to be in-line with the previously disclosed full year 2026 estimated net impact of 25 to 50 basis points, which is inclusive of all mitigation efforts.

The Company remains on-track to achieve an estimated $60 million in realized synergy cost savings for the full year 2026.

For the full year 2026, JBT Marel expects to incur certain one-time and acquisition related costs from the Marel transaction, which are included in net income margin and GAAP diluted EPS guidance and excluded from adjusted EPS and adjusted EBITDA margin guidance. These include approximately $178 million in acquisition related amortization and depreciation, $20 million in M&A related costs, and $30 million in restructuring costs.

Full year 2026 total depreciation and amortization is expected to be approximately $268 million. Interest expense is estimated to be approximately $50 million, and other financing income related to cross currency swaps on the Term Loan B is expected to be approximately $10 million. The full year tax rate is anticipated to be 23 - 24 percent.

Earnings Conference Call

A conference call is scheduled for 10:00 a.m. ET / 14:00 GMT on Tuesday, May 5, 2026, to discuss first quarter 2026 results. A simultaneous webcast and audio replay of the call will be available on the Company’s Investor Relations website at https://ir.jbtmarel.com/events/ir-calendar.

About JBT Marel Corporation

JBT Marel Corporation (NYSE and Nasdaq Iceland: JBTM) is a leading global technology solutions provider to high-value segments of the food & beverage industry. JBT Marel’s unique solutions of integrated equipment, service, software, and application expertise enables customers to optimize food yield and efficiency, improve food safety and quality, and enhance uptime and proactive maintenance, all while reducing waste and resource use across the global food supply chain. JBT Marel operates more than 50 manufacturing and distribution facilities globally. For more information, please visit www.jbtmarel.com.

Non-GAAP Measures and Reconciliations to GAAP Measures

Adjusted EBITDA, Adjusted EBITDA margin, Adjusted income, Adjusted diluted earnings per share (“Adjusted EPS”), and Free cash flow are non-GAAP financial measures. JBT Marel provides non-GAAP financial measures in order to increase transparency in our operating results and trends. These non-GAAP measures eliminate certain costs or benefits from, or change the calculation of, a measure as calculated under U.S. GAAP. By eliminating these items, JBT Marel provides a more meaningful comparison of our ongoing operating results, consistent with how management evaluates performance. Management uses these non-GAAP measures in financial and operational evaluation, planning and forecasting. These calculations may differ from similarly-titled measures used by other companies. The non-GAAP financial measures disclosed 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. Reconciliations of non-GAAP financial measures can be found in the supplemental schedules to this release.

Presentation of Percentage Calculations

Effective in 2026, percentage amounts presented in this press release have been calculated using rounded figures. In prior periods, percentage amounts were calculated using the unrounded underlying values rather than the rounded figures presented. As a result, certain percentage amounts in this section may differ slightly from percentages calculated using the figures presented in the Company’s Consolidated Financial Statements or the accompanying narrative.

Forward-Looking Statements

This release contains forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements are information of a non-historical nature and are subject to risks and uncertainties that are beyond JBT Marel's ability to control. The inclusion of this forward-looking information should not be regarded as a representation by us or any other person that the future plans, estimates or expectations contemplated by JBT Marel will be achieved. These forward-looking statements include, among others, statements relating to our business and our results of operations, our strategic plans, our restructuring plans and expected cost savings from those plans and our liquidity. The factors that could cause our actual results to differ materially from expectations include, but are not limited to, the following factors: fluctuations in our financial results; termination or loss of major customer contracts and risks associated with fixed-price contracts, particularly during periods of high inflation; catastrophic loss at any of our facilities and business continuity of our information systems; loss of key management and other personnel; our ability to remediate the material weaknesses relating to the Marel financial statements; deterioration of economic conditions, including impacts from supply chain delays and reduced material or component availability; unanticipated delays or acceleration in our sales

cycles; inflationary pressures, including increases in energy, raw material, freight, and labor costs; changes in food consumption patterns; weather conditions and natural disasters; impacts of pandemic illnesses, food borne illnesses and diseases to various agricultural products; work stoppages; customer sourcing initiatives; competition and innovation in our industries; disruptions in the political, regulatory, economic and social conditions of the countries in which we conduct business; changes to tariffs, trade regulations, quotas, or duties; potential liability arising out of the installation or use of our systems; the impact of climate change and environmental protection initiatives; our ability to comply with U.S. and international laws governing our operations and industries; increases in tax liabilities; risks related to acquisitions, such as our ability to integrate the acquisitions we have consummated, including the integration of the legacy businesses of JBT and Marel; our ability to develop and introduce new or enhanced products and services and keep pace with technological developments; difficulty in developing, preserving and protecting our intellectual property or defending claims of infringement; cybersecurity risks such as network intrusion or ransomware schemes; our convertible note hedge and warrant transactions; the maintenance of two stock exchange listings; fluctuations in currency exchange rates and interest rates; our level of indebtedness; availability of and access to financial and other resources; and the factors described under the captions “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our most recent Annual Report on Form 10-K and in any future Quarterly Report on Form 10-Q.

If one or more of those or other risks or uncertainties materialize, or if our underlying assumptions prove to be incorrect, actual results may vary materially from what we projected. Consequently, actual events and results may vary significantly from those included in or contemplated or implied by our forward-looking statements. The forward-looking statements included in this release are made only as of the date hereof, and we undertake no obligation to publicly update or revise any forward-looking statement made by us or on our behalf, whether as a result of new information, future developments, subsequent events or changes in circumstances or otherwise.

Investors & Media:

Marlee Spangler

JBTMarel.IR@jbtc.com

+1 (312) 861-5784

JBT MAREL CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Unaudited and in millions, except per share data)

Three Months Ended March 31,

2026 2025

Revenue $ 936 $ 854

Cost of sales 607 562

Gross profit 329 292

Gross profit margin 35.1% 34.2%

Selling, general and administrative expense 261 325

Operating income (loss) 68 (33)

Operating income margin 7.3% (4.0)%

Pension expense, other than service cost — 147

Interest expense, net 10 41

Other (income) (2) (2)

Income (loss) before income taxes 60 (219)

Income tax provision (benefit) 15 (46)

Net income (loss) $ 45 $ (173)

Earnings (loss) per share:

Basic $ 0.86 $ (3.35)

Diluted $ 0.86 $ (3.35)

Weighted average shares outstanding:

Basic 52.2 51.7

Diluted 52.4 51.7

Other business information from operations:

Inbound orders $ 1,070 $ 916

Orders backlog $ 1,490 $ 1,311

JBT MAREL CORPORATION

NON-GAAP FINANCIAL MEASURES

RECONCILIATION OF DILUTED EARNINGS PER SHARE TO ADJUSTED DILUTED EARNINGS PER SHARE

(Unaudited and in millions, except per share data)

Three Months Ended March 31,

2026 2025

Net income (loss) $ 45 $ (173)

Non-GAAP adjustments

Restructuring related costs, net (1)

(2) 11

M&A related costs (2)

8 74

Amortization of bridge financing debt issuance cost — 12

Acquisition related amortization and depreciation 45 42

Impact on tax provision from Non-GAAP adjustments (3)

(13) (31)

Recognition of non-cash pension plan related settlement costs — 147

Impact on tax provision from non-cash pension plan related settlement costs — (37)

Discrete tax adjustment from M&A activity — 5

Adjusted income $ 83 $ 50

Net income (loss) $ 45 $ (173)

Total shares and dilutive securities 52.4 51.7

Diluted earnings (loss) per share $ 0.86 $ (3.35)

Adjusted income $ 83 $ 50

Total shares and dilutive securities 52.4 51.7

Adjusted diluted earnings per share $ 1.58 $ 0.97

(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 and primarily consist of severance and related costs.

(2) M&A related costs for the three months ended March 31, 2026, include advisory, strategy and integration related costs for completed M&A transactions.

(3) Impact on tax provision was calculated using the enacted rate for the relevant jurisdiction for each period shown.

The above table reports adjusted income and adjusted diluted earnings per share, which are non-GAAP financial measures. We use these measures internally to make operating decisions and for the planning and forecasting of future periods, and therefore provide this information to investors because we believe it allows more meaningful period-to-period comparisons of our ongoing operating results, without the fluctuations in the amount of certain costs that do not reflect our underlying operating results.

JBT MAREL CORPORATION

NON-GAAP FINANCIAL MEASURES

RECONCILIATION OF NET INCOME TO ADJUSTED EBITDA

(Unaudited and in millions)

Three Months Ended March 31,

2026 2025

Net income (loss) $ 45 $ (173)

Income tax provision (benefit) 15 (46)

Interest expense, net 10 41

Other financing (income) (1)

(2) (2)

Pension expense, other than service cost (2)

— 147

Restructuring and related costs, net (3)

(2) 10

M&A related costs (4)

8 74

Depreciation and amortization (5)

68 61

Adjusted EBITDA $ 142 $ 112

Total revenue $ 936 $ 854

Net income (loss) margin 4.8% (20.3)%

Adjusted EBITDA margin 15.2% 13.1%

(1) Other financing income represents transaction gains from fair value hedges on our foreign currency denominated debt, which are considered non-operating as they relate to our cost of borrowing on this debt.

(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.

(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 and primarily consist of severance and related costs.

(4) M&A related costs for the three months ended March 31, 2026, include advisory, strategy and integration related costs for completed M&A transactions.

(5) Depreciation and amortization, including the acquisition related amortization and depreciation expense, is excluded to determine EBITDA.

The above table reports Adjusted EBITDA and Adjusted EBITDA margin, which are non-GAAP financial measures. We use Adjusted EBITDA and Adjusted EBITDA margin internally to make operating decisions and believe that Adjusted EBITDA is useful to investors as a measure of the Company’s operational performance and a way to evaluate and compare operating performance against peers in the Company's industry.

JBT MAREL CORPORATION

SEGMENT RESULTS

(Unaudited and in millions)

Three Months Ended March 31, 2026

(In millions) Protein Solutions Prepared Food and Beverage Solutions Total

Revenue $ 460 $ 476

Less:

Cost of sales 289 318

Research and development 11 7

Other segment items (1)

94 112

Add:

Depreciation and amortization 34 31

Segment Adjusted EBITDA $ 100 $ 70 $ 170

Less:

Interest expense, net 10

Other (income) (2)

Restructuring related costs (2)

M&A related costs 8

Depreciation and amortization 68

Unallocated amounts:

Corporate expense (2)

Income before income taxes $ 60

(1) Other segment items for each reportable segment include operating expenses, which primarily consist of selling, general and administrative expenses and corporate and shared service expenses allocated to each segment based upon benefits received. Other segment items exclude the impact of restructuring, M&A and other one-time related costs as they do not reflect the ongoing operations of the underlying business.

(2) Corporate expense is primarily comprised of unallocated selling, general and administrative expenses and activity that does not meet the criteria of a reportable segment. Corporate expense excludes the impact of depreciation and amortization, restructuring, M&A and other one-time related and non-operating costs shown separately in the table above.

JBT MAREL CORPORATION

SEGMENT RESULTS

(Unaudited and in millions)

Three Months Ended March 31, 2025

(In millions) Protein Solutions Prepared Food and Beverage Solutions Total

Revenue $ 378 $ 476

Less:

Cost of sales 247 314

Research and development 20 10

Other segment items (1)

76 101

Add:

Depreciation and amortization 28 27

Segment Adjusted EBITDA $ 63 $ 78 $ 141

Less:

Interest expense, net 41

Other (income) (2)

Pension expense, other than service cost 147

Restructuring related costs 11

M&A related costs 74

Depreciation and amortization 61

Unallocated amounts:

Corporate expense (2)

Loss before income taxes $ (219)

JBT MAREL CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited and in millions)

March 31, 2026 December 31, 2025

Assets

Cash and cash equivalents $ 211 $ 168

Restricted cash 19 19

Trade receivables, net of allowances 438 443

Contract assets 142 119

Inventories 667 644

Other current assets 198 190

Total current assets 1,675 1,583

Property, plant and equipment, net 779 793

Goodwill 3,393 3,428

Intangible assets, net 2,052 2,122

Other assets 264 265

Total Assets $ 8,163 $ 8,191

Liabilities and Stockholders' Equity

Short-term debt $ 411 $ 412

Accounts payable, trade and other 294 262

Advance and progress payments 561 518

Accrued payroll 154 170

Other current liabilities 237 260

Total current liabilities 1,657 1,622

Long-term debt, less current portion 1,432 1,470

Deferred tax liabilities 379 383

Other liabilities 212 252

Common stock and additional paid-in capital 2,716 2,718

Retained earnings 1,505 1,465

Accumulated other comprehensive income 262 281

Total stockholders' equity 4,483 4,464

Total liabilities and stockholders' equity $ 8,163 $ 8,191

JBT MAREL CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited and in millions)

Three Months Ended March 31,

2026 2025

Cash flows from operating activities:

Net income (loss) $ 45 $ (173)

Adjustments to reconcile income (loss) to cash provided by operating activities:

Depreciation and amortization 68 61

Stock-based compensation 7 5

Other, net 4 174

Changes in operating assets and liabilities

Trade accounts receivable, net (21) 18

Inventories (27) (13)

Accounts payable, trade and other 38 21

Advance and progress payments 50 32

Other assets and liabilities, net (45) (91)

Cash provided by operating activities 119 34

Cash flows from investing activities:

Acquisitions, net of cash acquired — (1,746)

Capital expenditures (26) (20)

Proceeds from disposal of assets 7 1

Other — (1)

Cash required by investing activities (19) (1,766)

Cash flows from financing activities

Net repayments of domestic credit facilities, net of debt issuance costs (38) (195)

Net (repayments of) proceeds from Term loan B, net of debt issuance costs (2) 898

Settlement of deal contingent hedge — (43)

Dividends (5) (5)

Other, net (9) (34)

Cash (required) provided by financing activities (54) 621

Net increase (decrease) in cash, cash equivalents and restricted cash 46 (1,111)

Effect of foreign exchange rate changes on cash, cash equivalents and restricted cash (3) 2

Net (decrease) increase in cash and cash equivalents $ 43 $ (1,109)

Cash and cash equivalents from operations, beginning of period 187 1,228

Add: Net (decrease) increase in cash and cash equivalents 43 (1,109)

Cash, cash equivalents and restricted cash from operations, end of period $ 230 $ 119

JBT MAREL CORPORATION

NON-GAAP FINANCIAL MEASURES

FREE CASH FLOW

(Unaudited and in millions)

Three Months Ended March 31,

2026 2025

Cash provided by operating activities $ 119 $ 34

Less: capital expenditures 26 20

Plus: proceeds from disposal of assets 7 1

Plus: pension contributions — 3

Free cash flow (FCF) $ 100 $ 18

The above table reports free cash flow, which is a non-GAAP financial measure. We use free cash flow internally as a key indicator of our liquidity and ability to service debt, invest in business combinations, and return money to shareholders and believe this information is useful to investors because it provides an understanding of the cash available to fund these initiatives.

JBT MAREL CORPORATION

NET DEBT CALCULATION

(Unaudited and in millions)

As of Quarter Ended Change From

Q1 2026 Q4 2025 Q1 2025 Prior Year-End Prior Year

Total debt $ 1,843 $ 1,882 $ 1,988 $ (39) $ (145)

Less: cash and marketable securities 211 168 101 43 110

Net debt $ 1,632 $ 1,714 $ 1,887 $ (82) $ (255)

JBT MAREL CORPORATION

BANK TOTAL NET LEVERAGE RATIO CALCULATION

(Unaudited and in millions)

Q1 2026

Total debt $ 1,843

Less: cash and marketable securities 211

Net debt 1,632

Other items considered debt under the credit agreement 47

Consolidated total indebtedness(1)

$ 1,679

Trailing twelve months adjusted EBITDA 630

Other adjustments net to earnings under the credit agreement 53

Consolidated EBITDA(1)

$ 683

Bank total net leverage ratio (Consolidated total indebtedness / Consolidated EBITDA) 2.5

Total net debt to trailing twelve months adjusted EBITDA 2.6

(1) As defined in the credit agreement.

JBT MAREL CORPORATION

NON-GAAP FINANCIAL MEASURES

RECONCILIATION OF DILUTED EARNINGS PER SHARE

TO ADJUSTED DILUTED EARNINGS PER SHARE GUIDANCE

(Unaudited and in cents)

Guidance

Full Year 2026

Diluted earnings per share $4.70 - $5.15

Non-GAAP adjustments:

Restructuring related costs(1)

~ 0.57

M&A related costs(2)

~ 0.38

Acquisition related amortization and depreciation(3)

~ 3.40

Impact on tax provision from Non-GAAP adjustments(4)

~ (1.02)

Adjusted diluted earnings per share $8.00 - $8.50

(1) Restructuring related costs are estimated to be approximately $30 million for the full year 2026. The amount has been divided by our estimate of 52.4 million total shares and dilutive securities to derive earnings per share.

(2) M&A related costs are estimated to be approximately $20 million for the full year 2026. The amount has been divided by our estimate of 52.4 million total shares and dilutive securities to derive earnings per share.

(3) Acquisition related amortization and depreciation is expected to be approximately $178 million for the full year 2026. The amount has been divided by our estimate of 52.4 million total shares and dilutive securities to derive earnings per share.

(4) Impact on tax provision for 2026 tax provision on non-GAAP adjustments was calculated using a tax rate of approximately 23-24% based on a estimate of the tax rate of the country in which the non-GAAP adjustments are originating.

JBT MAREL CORPORATION

NON-GAAP FINANCIAL MEASURES

RECONCILIATION OF NET INCOME TO ADJUSTED EBITDA GUIDANCE

(Unaudited and in millions)

Guidance

Full Year 2026

Net Income $245 - $270

Income tax provision 75 - 83

Interest expense, net ~50

Other financing income (1)

~ (10)

Restructuring related costs (2)

~ 30

M&A related costs (3)

~ 20

Depreciation and amortization ~ 268

Adjusted EBITDA $675 - $710

Revenue $3,990 - $4,065

Net income margin 6.1% - 6.6%

Adjusted EBITDA margin 17.0% - 17.5%

(1) Other financing income is estimated to be approximately $10 million for the full year 2026.

(2) Restructuring related costs are estimated to be approximately $30 million for the full year 2026. The amount has been divided by our estimate of 52.4 million total shares and dilutive securities to derive earnings per share.

(3) M&A related costs are estimated to be approximately $20 million for the full year 2026. The amount has been divided by our estimate of 52.4 million total shares and dilutive securities to derive earnings per share.

XML — IDEA: XBRL DOCUMENT

XML

Filename: R1.htm · Sequence: 7

v3.26.1

Cover page Cover page

May 04, 2026

Cover [Abstract]

Document Type

8-K

Document Period End Date

May 04, 2026

Entity Registrant Name

JBT Marel Corporation

Entity Incorporation, State or Country Code

Entity File Number

001-34036

Entity Tax Identification Number

91-1650317

Entity Address, Address Line One

West Wacker Drive,

Entity Address, Address Line Two

Suite 3400

Entity Address, City or Town

Chicago

Entity Address, State or Province

Entity Address, Postal Zip Code

60606

City Area Code

312

Local Phone Number

861-5900

Written Communications

false

Soliciting Material

false

Pre-commencement Tender Offer

false

Pre-commencement Issuer Tender Offer

false

Title of 12(b) Security

Common Stock, par value $0.01 per share

Trading Symbol

JBTM

Security Exchange Name

NYSE

Entity Emerging Growth Company

false

Entity Central Index Key

0001433660

Amendment Flag

false

- Definition

Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.

+ References

No definition available.

+ Details

Name:

dei_AmendmentFlag

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Area code of city

+ References

No definition available.

+ Details

Name:

dei_CityAreaCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Cover page.

+ References

No definition available.

+ Details

Name:

dei_CoverAbstract

Namespace Prefix:

dei_

Data Type:

xbrli:stringItemType

Balance Type:

Period Type:

duration

- Definition

For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.

+ References

No definition available.

+ Details

Name:

dei_DocumentPeriodEndDate

Namespace Prefix:

dei_

Data Type:

xbrli:dateItemType

Balance Type:

Period Type:

duration

- Definition

The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

+ References

No definition available.

+ Details

Name:

dei_DocumentType

Namespace Prefix:

dei_

Data Type:

dei:submissionTypeItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 1 such as Attn, Building Name, Street Name

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine1

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 2 such as Street or Suite number

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine2

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the City or Town

+ References

No definition available.

+ Details

Name:

dei_EntityAddressCityOrTown

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Code for the postal or zip code

+ References

No definition available.

+ Details

Name:

dei_EntityAddressPostalZipCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the state or province.

+ References

No definition available.

+ Details

Name:

dei_EntityAddressStateOrProvince

Namespace Prefix:

dei_

Data Type:

dei:stateOrProvinceItemType

Balance Type:

Period Type:

duration

- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityCentralIndexKey

Namespace Prefix:

dei_

Data Type:

dei:centralIndexKeyItemType

Balance Type:

Period Type:

duration

- Definition

Indicate if registrant meets the emerging growth company criteria.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityEmergingGrowthCompany

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

Name:

dei_EntityFileNumber

Namespace Prefix:

dei_

Data Type:

dei:fileNumberItemType

Balance Type:

Period Type:

duration

- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

Namespace Prefix:

dei_

Data Type:

dei:edgarStateCountryItemType

Balance Type:

Period Type:

duration

- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityRegistrantName

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

dei_

Data Type:

dei:employerIdItemType

Balance Type:

Period Type:

duration

- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

Period Type:

duration

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration