JBT MAREL Corp: Form 10-Q for the period ended Jun 30, 2026

Cautionary Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q, our Annual Report on Form 10-K and other materials filed or to be filed by us with the Securities and Exchange Commission, as well as information in oral statements or other written statements made or to be made by us, contain statements that are, or may be considered to be, forward-looking statements. All statements that are not historical facts, including statements about our beliefs or expectations, are forward-looking statements. You can identify these forward-looking statements by the use of forward-looking words such as “outlook,” “believes,” “expects,” “potential,” “continues,” “may,” “will,” “should,” “seeks,” “approximately,” “predicts,” “intends,” “plans,” “estimates,” “anticipates,” “foresees” or the negative version of those words or other comparable words and phrases. Any forward-looking statements contained in this Form 10-Q are based upon our historical performance and on current plans, estimates and expectations. 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 us 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 this and 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 Form 10-Q 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.

In this section, the Company utilizes non-GAAP measures to provide a more meaningful comparison of its ongoing operating results, consistent with how management evaluates performance. For further information regarding the Company's non-GAAP measures including reconciliations to the most directly comparable GAAP measures, see below "Reconciliation of Non-GAAP Measures."

The Company calculates amounts and percentages using rounded figures as presented in this section. In prior periods, amounts and percentages were calculated using unrounded values. As a result, certain amounts and percentages may differ slightly from previously presented information.

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. 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. We aim to create better outcomes for our diverse customers by optimizing food yield and efficiency, improving food safety and quality, and enhancing uptime and proactive maintenance, all while reducing waste and resource use across the global food supply chain.

In early 2026, we introduced our NextGen strategy that focuses on delivering comprehensive solutions to customers through our leading technology, life cycle support, and food application expertise. Our NextGen strategy includes four key pillars to deliver continued organic growth and margin expansion.

• Customer First Service Organization. Leveraging our global footprint and large installed base to strengthen customer partnerships through a more prescriptive service model. Our enhanced regional service capabilities and data driven approach allow us to improve on-time parts delivery, reduce unplanned downtime events, and optimize our customers’ operations.
• Integrated Value Proposition. Broadening and deepening our product leadership through targeted innovation. Our priorities include strengthening our full-line capabilities, allowing technology to seamlessly flow together as a cohesive system. We also are addressing customer pain points by creating differentiated solutions that increase yield and throughput while reducing waste, labor requirements, and energy usage.
• Capture Full Market Potential. Elevating commercial execution through our customer focused go-to-market strategy that drives cross-selling, accelerates growth in emerging markets, and enhances customer retention.
• Operational Distinctiveness. Harnessing our enterprise-wide relentless continuous improvement culture to reduce operational complexity, unlock efficiency gains, and enable margin improvement.

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.

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 2. Acquisitions of the Notes to the Consolidated Financial Statements for additional information on the Marel Transaction.

The disclosures in this “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations” of the Quarterly Report on Form 10-Q speak to the combined company subsequent to the Marel Transaction unless otherwise noted.

Business Conditions and Outlook

We achieved another strong quarter of inbound orders, demonstrating the value of our comprehensive solutions and cross-selling capabilities. Demand remained strong in the poultry end market, with meaningful investment in further processing technology. Additionally, we saw healthy demand in meat and beverage end markets with improved investment in warehouse automation after a few soft quarters. We delivered year-over-year growth in revenue and margins driven primarily by higher non-recurring revenue within the poultry end market and net tariff recoveries.

For the full year 2026, we continue to expect year-over-year growth in revenue, margins, and earnings per share, which are supported by our record backlog and operational improvement initiatives. At the same time, we are closely monitoring how rising inflation may impact the price-cost dynamics for both JBT Marel and our customers.

CONSOLIDATED RESULTS OF OPERATIONS

THREE MONTHS ENDED JUNE 30, 2026 AND 2025

(In millions, except %)

(1) Refer to the 'Reconciliation of Non-GAAP Measures' section below for additional information on Adjusted EBITDA.

Revenue

Total revenue for the three months ended June 30, 2026 increased $46 million, or 4.9%, compared to the same period in 2025. Organic revenue growth contributed $27 million, while favorable foreign currency translation contributed $19 million. The increase in organic revenue was primarily driven by higher volume in both recurring and non-recurring revenue.

Gross Profit and Gross Profit Margin

Gross profit margin increased 80 bps to 36.6% compared to 35.8% in 2025. The increase primarily reflected a favorable net tariff impact, including tariff recoveries recognized during the second quarter of 2026, higher sales volumes and improved leverage of fixed costs, partially offset by higher inflationary costs. Net tariff impact contributed 62 bps to the year-over-year increase in gross profit margin.

Selling, general and administrative expense

Selling, general and administrative expense increased $26 million and as a percentage of revenue increased 120 bps to 31.9% compared to 30.7% for the same period in the prior year. The increase was primarily driven by a one-time $33 million intangible asset impairment charge recorded during the second quarter of 2026, partially offset by lower acquisition-related depreciation and amortization expense compared to the prior-year period.

Interest expense, net

Interest expense, net, decreased by $16 million compared to the prior-year period, primarily due to benefits realized from the Company’s net investment hedges executed during the second and third quarters of 2025, as well as lower average debt balances during the period.

Income tax provision (benefit)

The effective tax rate on net income (loss) for the three months ended June 30, 2026 was 18.6%, compared to 68.1% for the same period in 2025. The 2026 tax rate reflected a favorable discrete tax benefit of $3 million resulting from the completion of the annual calculation of U.S. tax inclusions associated with prior-year foreign earnings. The 2025 tax rate was elevated due to lower pre-tax income and the impact of discrete tax expense totaling $3 million, primarily related to a non-deductible loss on investment and changes in the forecasted full-year effective tax rate.

Net income (loss) and Adjusted EBITDA

Net income for the three months ended June 30, 2026 was $28 million compared to $3 million for the same period in 2025, an increase of $25 million. The increase was primarily driven by higher revenue, lower acquisition-related depreciation and amortization expense, lower interest expense, and a favorable net tariff impact, partially offset by a $33 million intangible asset impairment charge recorded during the second quarter of 2026 and higher inflationary costs. Net income margin increased to 2.9% compared to 0.4% for the same period in 2025.

Adjusted EBITDA was $168 million for the three months ended June 30, 2026 compared to $156 million for the same period in 2025, an increase of $12 million. Adjusted EBITDA margin increased 40 bps to 17.1% compared to 16.7% in the prior-year period. The increase was primarily driven by a favorable net tariff impact, including tariff recoveries recognized during the second quarter of 2026, as well as higher sales volume and improved fixed-cost leverage. These benefits were partially offset by higher inflationary costs.

CONSOLIDATED RESULTS OF OPERATIONS

SIX MONTHS ENDED JUNE 30, 2026 AND 2025

(In millions, except %)

(1) Refer to the 'Reconciliation of Non-GAAP Measures' section below for additional information on Adjusted EBITDA.

Revenue

Total revenue for the six months ended June 30, 2026 increased $128 million or 7.2%, compared to the same period in 2025. Organic revenue contributed $57 million, while favorable foreign currency translation contributed $71 million. The increase in organic revenue was primarily driven by higher volume in both recurring and non-recurring revenue.

Gross Profit and Gross Profit Margin

Gross profit margin increased 90 bps to 35.9% compared to 35.0% in 2025. The increase primarily reflected higher sales volume and improved fixed-cost leverage. These favorable factors were partially offset by higher inflationary costs and net tariff-related impact, which represented a 42 bps year-over-year headwind to gross profit margin, inclusive of tariff recoveries recognized during the second quarter of 2026.

Selling, general and administrative expense

Selling, general and administrative expense decreased $38 million compared to the same period in the prior year. Selling, general and administrative expense as a percentage of revenue decreased 430 bps to 29.9% compared to 34.2% in the same period last year. The decrease was primarily driven by lower acquisition-related depreciation and amortization expense and lower transaction and integration costs compared to the prior-year period.

Pension expense, other than service cost

Pension expense, other than service cost decreased $147 million compared to the same period in the prior year. This decrease was attributable to a one-time $147 million settlement charge recognized in the first quarter of 2025 upon the termination of the U.S. qualified defined benefit pension plan.

Interest expense, net

Interest expense, net decreased $47 million compared with the prior-year period, primarily due to the release of capitalized debt issuance costs associated with the termination of the Company’s bridge credit agreement in the first quarter of 2025, as well as benefits from the Company's net investment hedges executed during the second and third quarters of 2025.

Income tax provision (benefit)

The effective tax rate on net income for the six months ended June 30, 2026 was 23.0%, compared with 18.4% on a pretax loss for the same period in 2025. In 2026, the tax rate was favorably impacted by discrete tax benefits of $2 million, primarily related to stock-based compensation and the completion of the annual calculations of U.S. tax inclusions associated with prior-year foreign earnings. These benefits were partially offset by tax expense resulting from a change in the Company’s indefinite reinvestment assertion related to foreign earnings. In 2025, the tax benefit on the pretax loss was reduced by discrete tax expense totaling $5 million, primarily driven by non-deductible acquisition costs and a non-deductible loss on investment.

Net income (loss) and Adjusted EBITDA

Net income for the six months ended June 30, 2026 was $73 million compared to a net loss of $170 million for the same period in 2025, representing an increase of $243 million. The improvement was primarily driven by lower transaction, integration, and pension-related costs compared to the prior-year period, as well as higher sales volume and improved leverage of fixed costs. As a result, net income (loss) margin increased to 3.8%, compared to (9.5)% for the same period in 2025.

Adjusted EBITDA was $310 million for the six months ended June 30, 2026, compared to $268 million for the same period in 2025, representing an increase of $42 million. Adjusted EBITDA margin increased 120 bps to 16.2% compared to 15.0% for the same period in 2025. The increases in Adjusted EBITDA and Adjusted EBITDA margin were primarily driven by higher sales volume and improved leverage of fixed costs compared to the prior-year period, partially offset by higher inflationary costs and net tariff costs, inclusive of tariff recoveries recognized during the second quarter of 2026, which remained a headwind during the period.

OPERATING RESULTS OF BUSINESS SEGMENTS

THREE MONTHS ENDED JUNE 30, 2026 AND 2025

(In millions, except %)

(1) Refer to Note 14. Business Segment Information of the Notes to Condensed Consolidated Financial Statements for additional information on segment Adjusted EBITDA.

Protein Solutions

Protein Solutions segment revenue increased by $46 million or 10.9% during the three months ended June 30, 2026, compared to the same period in 2025, of which favorable currency translation contributed $11 million. Organic revenue growth was primarily driven by higher recurring revenue and a recovery in non-recurring project activity within poultry end markets compared to the prior‑year period.

Protein Solutions segment Adjusted EBITDA was $112 million or 24.0% of segment revenue, for the three months ended June 30, 2026, compared to $86 million, or 20.5% of segment revenue, for the same period in 2025. The increase of $26 million, or 30.2%, was primarily driven by higher gross margin resulting from increased volume, synergy realization and a favorable net tariff impact, partially offset by higher inflationary costs. Adjusted EBITDA margin increased 350 bps from the prior-year period.

Prepared Food and Beverage Solutions

Prepared Food and Beverage Solutions segment revenue was flat for the three months ended June 30, 2026, compared to the same period in 2025, including an $8 million benefit from favorable foreign currency translation. Organic revenue declined during the period, primarily driven by lower equipment volumes across certain end markets within the segment.

Prepared Food and Beverage Solutions segment Adjusted EBITDA was $90 million, or 17.5%, of segment revenue, for the three months ended June 30, 2026, compared to $94 million, or 18.2% of segment revenue, for the same period in 2025. The decrease of $4 million, or 4.3%, was primarily driven by productivity inefficiencies associated with efforts to optimize the segment’s manufacturing footprint and supply chain operations, as well as higher inflationary costs. These factors were partially offset by a favorable net tariff impact. Adjusted EBITDA margin decreased 70 bps from the prior-year period.

OPERATING RESULTS OF BUSINESS SEGMENTS

SIX MONTHS ENDED JUNE 30, 2026 AND 2025

(In millions, except %)

(1) Refer to Note 14. Business Segment Information of the Notes to Condensed Consolidated Financial Statements for additional information on segment Adjusted EBITDA.

Protein Solutions

Protein Solutions segment revenue increased by $128 million, or 16.0%, during the six months ended June 30, 2026, compared to the same period in 2025, including a $42 million benefit from favorable currency translation. Organic revenue growth was primarily driven by higher recurring revenue and a recovery in non-recurring project activity within poultry end markets compared to the prior-year period.

Protein Solutions segment Adjusted EBITDA was $212 million or 22.9% of segment revenue, for the six months ended June 30, 2026, compared to $149 million, or 18.6% of segment revenue, for the same period in 2025. The increase of $63 million, or 42.3%, was primarily driven by higher gross margins resulting from increased volume and synergy realization. Adjusted EBITDA margin increased 430 bps compared to the prior-year period.

Prepared Food and Beverage Solutions

Prepared Food and Beverage Solutions segment revenue was flat for the six months ended June 30, 2026 compared to the same period in 2025, including a $29 million benefit from favorable foreign currency translation. Organic revenue declined during the period, primarily driven by lower equipment volumes across certain end markets within the segment.

Prepared Food and Beverage Solutions segment Adjusted EBITDA was $160 million, or 16.2% of segment revenue, for the six months ended June 30, 2026, compared to $172 million, or 17.4% of segment revenue, for the same period in 2025. The decrease of $12 million, or 7.0%, was primarily driven by lower backlog-to-revenue conversion and reduced operational efficiencies within the segment's manufacturing and supply chain operations during the period. Adjusted EBITDA margin decreased 120 bps compared to the prior-year period.

Reconciliation of Non-GAAP Measures

We present non-GAAP financial measures in this quarterly report on Form 10-Q. These non-GAAP financial measures adjust for certain amounts that are otherwise included or excluded from a measure calculated under U.S. 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. Management uses these non-GAAP financial measures in financial and operational evaluation, planning and forecasting. We also believe that these non-GAAP measures are useful to investors as a way to evaluate and compare our operating performance against peers in the Company's industry. The adjustments generally fall within the following categories: restructuring related costs, M&A related costs, pension-related costs, and other major items affecting comparability of our ongoing operating results.

The non-GAAP financial measures presented in this report may differ from similarly-titled measures used by other companies. 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.

Additional details for each Non-GAAP financial measure follow:

• Adjusted EBITDA and Adjusted EBITDA margin: We define Adjusted EBITDA as earnings before income taxes, interest expense (income), net, other financing income, pension expense other than service cost, restructuring costs, M&A related costs, including acquisition and integration-related expenses, one-time impairment charges, and depreciation and amortization, including acquisition-related depreciation and amortization. We define Adjusted EBITDA margin as Adjusted EBITDA divided by revenue.
• Adjusted income and adjusted diluted earnings per share: We adjust earnings for restructuring costs, M&A related costs, including acquisition and integration-related expenses, one-time impairment charges, inventory step-up amortization from business combinations; acquisition-related amortization and depreciation, acquisition financing costs, non-cash service pension costs and the related tax effects of these adjustments.
• Free cash flow: We define free cash flow as cash provided by operating activities, less capital expenditures, plus proceeds from sale of fixed assets and pension contributions.

The tables below reconcile each non-GAAP financial measure to the most comparable GAAP financial measure.

The following table presents a reconciliation of the Company's reported income (loss) to Adjusted EBITDA.

(In millions)

(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 debt.

(2) Costs associated with restructuring actions, primarily consisting of severance and related employee costs.

(3) Advisory, strategy, integration, and other costs associated with completed M&A transactions. These costs are attributable to the integration of acquired businesses and are not considered indicative of ongoing operating performance.

(4) Non-cash impairment charge related to acquired intangible assets recorded in the second quarter of 2026.

(5) 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.

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

The table below provides a reconciliation of income (loss) as reported to adjusted income and adjusted diluted earnings per share.

(In millions, except per share data)

(1) Costs associated with restructuring actions, primarily consisting of severance and related employee costs.

(2) Advisory, strategy, integration, and other costs associated with completed M&A transactions. These costs are attributable to the integration of acquired businesses and are not considered indicative of ongoing operating performance.

(3) Non-cash impairment charge related to acquired intangible assets recorded in the second quarter of 2026.

(4) Amortization and depreciation resulting from the fair value adjustments recorded in connection with acquisitions.

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

The table below provides a reconciliation of cash provided by operating activities to free cash flow:

(in millions)

40

Restructuring

In the first quarter of 2025, the Company implemented a restructuring plan (the “JBT Marel 2025 Integration Restructuring Plan”) to achieve a portion of its synergy targets as a result of the Marel acquisition to optimize the overall cost structure for the combined Company on a global basis. The initiatives under this plan include streamlining operations and adjusting our general and administrative infrastructure to meet the strategic needs of the Company. The total estimated cost in connection with this plan is in the range of $55 million to $60 million. The Company recognized cumulative restructuring charges of $41 million through June 30, 2026 and expects to recognize the remaining costs by the end of 2026.

The following table details the cumulative amount of annualized savings and incremental savings for the JBT Marel 2025 Integration restructuring plan:

(In millions)

Cumulative cost savings for the JBT Marel 2025 Integration restructuring plan are expected to be between $65 million and $75 million.

For additional financial information about restructuring, refer to Note 15. Restructuring of the Notes to the Condensed Consolidated Financial Statements.

Liquidity and Capital Resources

Overview of Sources and Uses of Cash

Our primary sources of liquidity include our cash flows generated from operations and availability under our revolving credit facility.

For the six months ended June 30, 2026, we had total operating cash flows of $221 million. Our liquidity as of June 30, 2026, or cash plus borrowing ability under our existing revolving credit facility, was $1.4 billion.

Based on our current capital allocation objectives, we anticipate capital expenditures to be between $105 million and $120 million during 2026. 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 related to the acquisition of Marel in the first quarter of 2025.

Additionally, the cash flows generated by our operations are expected to be sufficient to satisfy our principal cash requirements that include our working capital needs, new product development, restructuring expenses, capital expenditures, income taxes, debt interest and repayments, dividends, share repurchases and other financing arrangements.

As of June 30, 2026, we had $93 million of unrestricted cash and cash equivalents, $84 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. We maintain significant operations outside of the U.S., and many of our uses of cash for working capital and capital expenditures arise in these foreign jurisdictions. If these funds were needed to fund our operations or satisfy obligations in the U.S., they could be repatriated and their repatriation into the U.S. could cause us to incur additional U.S. income tax and foreign withholding taxes. The foreign withholding taxes on these repatriations to the U.S. would potentially be partially offset by U.S. foreign tax credits.

As noted above, certain funds held outside of the U.S. are considered permanently invested in our non-U.S. subsidiaries. At times, these foreign subsidiaries have cash balances that exceed their immediate working capital or other cash needs. In these circumstances, the foreign subsidiaries may loan funds to the U.S. parent company on a temporary basis; the U.S. parent company has in the past and may in the future use the proceeds of these temporary intercompany loans to reduce outstanding borrowings under our committed credit facilities. 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.

Cash Flows

Cash flows for the six months ended June 30, 2026 and 2025 were as follows:

(In millions)

Cash provided by operating activities during the six months ended June 30, 2026 was $221 million, representing a $84 million increase compared to the same period in 2025. The increase was primarily driven by improved operating performance and higher customer advance resulting from increased demand. These favorable impacts were partially offset by increased trade receivables and contract assets resulting from the timing of customer billings and collections.

Cash required by investing activities was $42 million during the six months ended June 30, 2026, compared to cash required of $1,780 million during the same period in 2025. The decrease in cash outflows during the period reflects the absence of acquisition-related payments in 2026, as the acquisition of Marel was completed in the first quarter of 2025.

Cash required by financing activities was $254 million during the six months ended June 30, 2026, compared to cash provided of $543 million during the same period in 2025. The decrease was primarily due to the absence of financing proceeds obtained in connection with the Marel acquisition in 2025, partially offset by repayments of the 2026 Notes in the second quarter of 2026.

Financing Arrangements

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.

As of June 30, 2026, we had $1.4 billion 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. Restrictive covenants include a minimum interest coverage ratio, a maximum leverage ratio, as well as certain events of default. As of June 30, 2026, we were in compliance with all covenants in the Second A&R Credit Agreement. We expect to remain in compliance with all covenants.

Concurrently with the issuances of the 2030 Notes, we entered into convertible note hedge transactions and warrant transactions.

In the second quarter of 2026, the Company’s 2026 Notes, which were issued in the second quarter of 2021, matured. The Company satisfied the outstanding principal amount of $403 million through cash repayment at maturity in the second quarter of 2026.

The Company has outstanding warrants related to its 2026 Notes, which were repaid in full during the second quarter of 2026. The warrants expire in August 2026 and are not expected to have a material impact on the Company's financial position, results of operations, or cash flows.

For additional information about our borrowings, refer to Note 6. Debt of the Notes to the Condensed Consolidated Financial Statements.

As of June 30, 2026, a portion of our total gross outstanding debt of $1,705 million effectively remained fixed rate debt, with the 2030 Notes subject to a fixed rate of 0.375%. Our revolving credit facility and Term Loan B are subject to floating, or market rates, in addition to a premium charged for their respective credit spreads. Approximately $1,130 million or 66% of the total debt balance as of June 30, 2026 was variable rate debt and subject to floating rates.

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. These cross currency swap agreements have a combined notional amount of $691 million and synthetically swapped an average SOFR interest rate of 3.69% with an average EURIBOR rate of 1.93% for the six months ended June 30, 2026, to hedge the impact of variability in exchange rates on the U.S. dollar denominated debt and related interest payments, excluding credit spread, by our euro-functional entity.

CRITICAL ACCOUNTING ESTIMATES

There were no material changes in our judgments and assumptions associated with the development of our critical accounting estimates during the period ended June 30, 2026. Refer to our Annual Report on Form 10-K for the year ended December 31, 2025 for a discussion of our critical accounting estimates.

There have been no material changes in reported market risks from the information reported in our Annual Report on Form 10-K for the year ended December 31, 2025.

Evaluation of Disclosure Controls and Procedures

As of the end of the period covered by this Quarterly Report on Form 10-Q, management of the Company carried out an evaluation, with the participation of the Chief Executive Officer and the Chief Financial Officer, of the effectiveness of the design and operation of its disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)).

As previously disclosed in the Company’s Annual Report on Form 10-K for the year ended 2025, prior to the acquisition of Marel hf. (“Marel”), Marel management identified material weaknesses in its internal control over financial reporting, which are described below. The acquired business was previously excluded from the Company’s internal control over financial reporting assessment under SEC staff guidance but is included in the Company’s assessment for the current fiscal year.

Conclusion on Effectiveness

In accordance with SEC guidance, the Company recognizes the substantial overlap between a company’s disclosure controls and procedures and its internal control over financial reporting. Due to the material weaknesses in internal control over financial reporting described below, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were not effective as of June 30, 2026. Notwithstanding this conclusion, in the opinion of management, including the Company’s Chief Executive Officer and Chief Financial Officer, the unaudited condensed consolidated financial statements in this Quarterly Report on Form 10-Q fairly present, in all material respects, our financial condition as reported in conformity with U.S. GAAP.

Previously Identified Material Weaknesses in Internal Control Over Financial Reporting

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.

Prior to the acquisition, the management of Marel, which was not previously required to comply with the internal controls requirement of the Sarbanes-Oxley Act or U.S. GAAP, identified the following material weaknesses in its internal control over financial reporting, which remained unremediated as of June 30, 2026:

• Information Technology: The Company’s acquired entity, Marel, did not design and maintain effective information technology general controls for information systems that are relevant to financial reporting. Specifically, the acquired entity did not design and maintain: (i) program change management controls to ensure that information technology program and data changes are identified, tested, authorized, and implemented appropriately; (ii) user access controls to ensure appropriate segregation of duties and to adequately restrict user and privileged access to appropriate personnel; (iii) computer operations controls to ensure that processing and transfer of data, and data backups and recovery are monitored; and (iv) program development controls to ensure that new software development is tested, authorized, and implemented appropriately.

These IT deficiencies did not result in a material misstatement to the consolidated financial statements, however, the deficiencies, when aggregated, could impact maintaining effective segregation of duties, as well as the effectiveness of IT-dependent controls (such as automated controls that address the risk of material misstatement to one or more assertions, along with the IT controls and underlying data that support the effectiveness of system-generated data and reports) that could result in misstatements potentially impacting all financial statement accounts and disclosures that would not be prevented or detected.

• Journal entries: The Company’s acquired entity, Marel, did not design and maintain effective controls over the recording and review of journal entries for validity, accuracy, and completeness. Specifically, certain key accounting personnel have the ability to prepare and post journal entries without an appropriately designed independent review. This material weakness did not result in a material misstatement to the consolidated financial statements.

While the above material weaknesses have not resulted in a material misstatement to the consolidated financial statements, such material weaknesses resulted in misstatements that were not material to our consolidated financial statements as of and for the three months ended March 31, 2025. The above material weaknesses could result in misstatements of Marel’s financial statement accounts or disclosures to the annual or interim consolidated financial statements that would not be prevented or detected.

Remediation Plan and Progress

The Company is committed to remediating the material weaknesses and has taken, or is in the process of taking, the following remediation measures:

• Applied a risk‑based approach to prioritize the design of controls related to information technology and journal entry processing controls.
• Configuration of controls related to user access and change management within information technology environments impacting financial reporting, with ongoing evaluation of control design, implementation, and operating effectiveness.
• Configured system‑based, role‑based access controls over journal entry processing, with ongoing evaluation of control design, implementation, and operating effectiveness.
• Continuing to perform manual control activities designed to mitigate risks associated with the identified control deficiencies while remediation efforts are ongoing.
• Continued engagement of external advisors to support remediation efforts, including project management and guidance on control design and documentation.
• Conducting targeted training efforts and hired personnel with relevant internal control experience to support remediation and ongoing control performance.

As management continues to evaluate the Company’s internal control over financial reporting, the Company may take additional measures to address control deficiencies or may modify certain remediation measures described above.

Management has substantially completed the design of its remediated controls. The material weaknesses will not be considered remediated until the applicable controls operate for a sufficient period of time and management has concluded, through testing, that these controls operate effectively.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting identified in the evaluation for the quarter ended June 30, 2026 that have materially affected, or are reasonably likely to materially affect, internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act.

There have been no material changes in reported risk factors from the information reported in Item 1A. “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.