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JBT MAREL Corp

For the period ended Sep 30, 2026. Filed Nov 3, 2026.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2026 · Filed Nov 3, 2026

JBTM$128.35+1.2%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2026-06-30; filed 2026-08-05.

0001628280-26-053548

Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Current report: 10-Q

Period ended 2026-09-30; filed 2026-11-03.

0001628280-26-069624

Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 159 previous paragraphs and 161 current paragraphs.

117 unchanged; 23 reworded; 21 added; 18 removed; 1 previous and 0 current paragraphs rearranged.

Tables are not compared: 9 previous and 9 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (21)

Current report

Third quarter 2026 results included year-over-year growth in orders, profitability and earnings per share. Order growth was primarily driven by demand for recurring parts and service and equipment solutions across certain food processing end markets, including ready meals, pork, prepared foods and poultry, particularly secondary processing. Net income margin increased 30 bps and Adjusted EBITDA margin increased 90 bps compared with the prior-year period.

Current report

For the nine months ended September 30, 2026, revenue increased 4.3% compared with the prior-year period. Net income margin improved 860 bps to 4.9%, compared with a net loss margin of 3.7% in the prior-year period, and Adjusted EBITDA margin increased 110 bps to 16.8%.

Current report

Total revenue for the three months ended September 30, 2026 decreased $7 million, or 0.7%, compared with the same period in 2025 as volume declines in the Prepared Food and Beverage Solutions segment offset volume growth in Protein Solutions. Foreign currency translation did not have a significant impact on the year-over-year change in revenue.

Current report

Gross profit margin decreased 40 bps to 35.5% compared with 35.9% in 2025, primarily reflecting the alignment of certain expenses between cost of sales and selling, general and administrative expense implemented in the fourth quarter of 2025. This alignment had no impact on operating income.

Current report

Selling, general and administrative expense decreased $5 million compared to the same period in the prior year. As a percentage of revenue, selling, general and administrative expense decreased 30 bps to 25.5% compared to 25.8%, primarily due to the alignment of certain expenses between cost of sales and selling, general and administrative expense discussed above, partially offset by higher integration-related costs and acquired intangible asset amortization resulting from third-quarter 2025 measurement-period valuation adjustments.

Current report

Net income for the three months ended September 30, 2026 was $70 million compared with $66 million for the same period in 2025, an increase of $4 million. Net income margin increased to 7.0%, from 6.7% in the prior-year period, primarily due to lower interest expense and selling, general and administrative expense, partially offset by lower gross profit margin.

Current report

Adjusted EBITDA was $179 million for the three months ended September 30, 2026 compared with $171 million for the same period in 2025, an increase of $8 million. Adjusted EBITDA margin increased 90 bps to 18.0% compared to 17.1% in the prior-year period. The increase was primarily driven by a favorable mix of recurring revenue relative to non-recurring revenue, cost synergy realization, favorable pricing and lower operating expenses, which more than offset lower volume leverage.

Current report

Gross profit margin increased 40 bps to 35.8% compared to 35.4% in 2025, driven by higher sales volume and improved fixed-cost leverage. These benefits were partially offset by inflationary pressures, net tariff-related impacts, including recoveries recognized in the second quarter of 2026, and the alignment of certain expenses between cost of sales and selling, general and administrative expense implemented in the fourth quarter of 2025. The expense alignment had no impact on operating income.

Current report

Net income for the nine months ended September 30, 2026 was $143 million compared with a net loss of $104 million in 2025. The year-over-year change primarily reflected lower transaction and pension-related costs, lower interest expense and improved operating performance, partially offset by non-recurring intangible asset impairment charges. Net income margin was 4.9%, compared with a net loss margin of 3.7% in 2025.

Current report

Adjusted EBITDA was $489 million for the nine months ended September 30, 2026, compared to $439 million in 2025, an increase of $50 million. Adjusted EBITDA margin increased 110 bps to 16.8% from 15.7% in the prior-year period. The increases in Adjusted EBITDA and Adjusted EBITDA margin were primarily due to higher sales volumes, improved fixed-cost leverage and synergy realization.

Current report

Protein Solutions segment revenue increased by $28 million, or 6.3% during the three months ended September 30, 2026, compared with the same period in 2025.Organic revenue increased primarily due to higher volumes across end markets within the Poultry business. Foreign currency translation did not have a significant impact on the year-over-year change in segment revenue.

Current report

Protein Solutions segment Adjusted EBITDA was $105 million for the three months ended September 30, 2026, an increase of $11 million, or 11.7%, compared with the prior-year period. Segment Adjusted EBITDA margin increased 110 bps to 22.4%, primarily due to higher volumes and synergy realization.

Current report

Prepared Food and Beverage Solutions segment Adjusted EBITDA was $101 million, for the three months ended September 30, 2026, a decrease of $1 million, or 1.0%, compared with the prior-year period. Segment Adjusted EBITDA margin increased 90 bps to 19.2%, as benefits from restructuring actions within the segment’s warehouse automation business, favorable segment mix, cost synergy realization and favorable pricing more than offset lower volume leverage.

Current report

Protein Solutions segment Adjusted EBITDA increased $74 million for the nine months ended September 30, 2026, primarily due to higher volumes and related fixed-cost leverage, synergy realization and favorable end-market mix within non-recurring revenue. Segment Adjusted EBITDA margin increased 310 bps to 22.7%.

Current report

Prepared Food and Beverage Solutions segment Adjusted EBITDA decreased $13 million, or 4.7%, to $261 million for the nine months ended September 30, 2026, due to lower volumes. Segment Adjusted EBITDA margin decreased 50 bps to 17.2%, reflecting the associated reduction in operating leverage.

Current report

(5) Includes non-cash charges for unamortized debt issuance costs related to debt repayments and financing terminations.

Current report

Cash provided by operating activities was $320 million during the nine months ended September 30, 2026, an increase of $96 million compared with the same period in 2025. The increase primarily reflected improved operating performance and lower cash payments for integration activities, partially offset by higher working capital requirements.
Removed paragraphs (18)

Previous report

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.

Previous report

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.

Previous report

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.

Previous report

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.

Previous report

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.

Previous report

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.

Previous report

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.

Previous report

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.

Previous report

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.

Previous report

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.

Previous report

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.

Previous report

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.

Previous report

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.

Previous report

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.

Previous report

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.
Reworded paragraphs (23)

Previous wording

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.

Current wording

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 Condensed Consolidated Financial Statements for additional information on the Marel Transaction.

Previous wording

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.

Current wording

For the full year 2026, the Company continues to expect year-over-year growth in revenue, margins and earnings per share, supported by backlog and operational improvement initiatives. The Company continues to monitor inflationary pressures and their potential impact on price-cost dynamics for the Company and its customers.

Previous wording

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.

Current wording

Interest expense, net, decreased by $8 million compared to the prior-year period, driven by lower outstanding debt balances, a more favorable debt mix and benefits from the Company’s net investment hedges during the third quarter of 2026.

Previous wording

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.

Current wording

The effective tax rate for the three months ended September 30, 2026 was 20.5%, compared to 20.4% for the same period in 2025. The 2026 tax rate reflected a favorable discrete tax benefit of $2 million primarily related to the finalization of prior-year tax return positions.

Previous wording

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.

Current wording

Total revenue for the nine months ended September 30, 2026 increased $121 million, or 4.3%, compared with the same period in 2025. Organic revenue increased $51 million, or 1.8%, due to higher sales volume across recurring and non-recurring revenue, while favorable foreign currency translation contributed $70 million, or 2.5%.

Previous wording

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.

Current wording

Selling, general and administrative expense decreased $42 million compared to the same period in the prior year. As a percentage of revenue selling, general and administrative expense decreased 270 bps to 28.4% compared to 31.1%. The decrease was due to lower transaction and integration costs and the alignment of certain expenses between cost of sales and selling, general and administrative expense as discussed above, partially offset by non-recurring intangible asset impairment charges recognized in the second quarter of 2026.

Previous wording

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.

Current wording

Interest expense, net, decreased $55 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 in 2026.

Previous wording

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.

Current wording

The effective tax rate on pretax income for the nine months ended September 30, 2026 was 21.9%, compared with 17.1% on a pretax loss for the same period in 2025. In 2026, the tax rate was favorably impacted by discrete tax benefits of $3 million, primarily related to stock-based compensation and finalization of prior-year tax return positions. These benefits were partially offset by a discrete 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.

Previous wording

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.

Current wording

Prepared Food and Beverage Solutions segment revenue decreased by $35 million, or 6.3%, during the three months ended September 30, 2026. Organic revenue declined primarily due to lower volumes across certain end markets within the segment’s Diversified Food and Health business. Foreign currency translation did not have a significant impact on the year-over-year change in segment revenue.

Previous wording

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.

Current wording

Protein Solutions segment revenue increased by $156 million, or 12.6%, for the nine months ended September 30, 2026, compared with the prior-year period, including a $41 million favorable impact from foreign currency translation. Organic revenue increased due to higher recurring revenue and backlog conversion in Poultry end markets.

Previous wording

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.

Current wording

Prepared Food and Beverage Solutions segment revenue decreased by $35 million, or 2.3%, for the nine months ended September 30, 2026, compared with the prior-year period, including a $29 million favorable impact from foreign currency translation. Organic revenue decreased primarily due to lower quick-turn business and reduced backlog conversion across certain end markets within the segment’s Diversified Food and Health business.

Previous wording

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.

Current wording

In the first quarter of 2025, the Company implemented 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 $48 million through September 30, 2026 and expects to recognize the remaining costs by the end of 2026.

Previous wording

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.

Current wording

For the nine months ended September 30, 2026, we had total operating cash flows of $320 million. Our liquidity as of September 30, 2026, or cash plus borrowing ability under our existing revolving credit facility, was $1.3 billion.

Previous wording

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.

Current wording

Based on our current capital allocation objectives, we anticipate capital expenditures to be between $100 million and $110 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, restructuring, and other synergy-related costs in the range of $50 million to $60 million relatedto the acquisition of Marel in the first quarter of 2025.

Previous wording

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.

Current wording

As of September 30, 2026, we had $98 million of unrestricted cash and cash equivalents, $86 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.

Previous wording

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

Current wording

Cash flows for the nine months ended September 30, 2026 and 2025 were as follows:

Previous wording

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.

Current wording

Cash required by investing activities was $50 million during the nine months ended September 30, 2026, compared with $1,811 million during the same period in 2025, primarily reflecting the absence of acquisition-related payments related to the Marel acquisition in 2025. Investing cash flows in 2026 consisted of capital expenditures, partially offset by proceeds from asset disposals and cash proceeds from the settlement of net investment hedges in the third quarter entered into in 2025.

Previous wording

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.

Current wording

Cash required by financing activities was $338 million for the nine months ended September 30, 2026, compared with cash provided of $491 million in the prior-year period. The change primarily reflected the absence of financing proceeds associated with the Marel acquisition in 2025, Term Loan B repayments, settlement of convertible senior notes and share repurchases, partially offset by proceeds from domestic credit facilities.

Previous wording

As of June 30, 2026, we had $1.4 billion of availability under the revolving credit facility.

Current wording

As of September 30, 2026, we had $1.3 billion of availability under the revolving credit facility.

Previous wording

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

Current wording

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

Previous wording

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.

Current wording

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

Previous wording

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.

Current wording

As of September 30, 2026, a portion of our total gross outstanding debt of $1,719 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 $1,144 million or 67% of the total debt balance as of September 30, 2026 was variable rate debt and subject to floating rates.

Previous wording

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.

Current wording

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 $690 million and synthetically swapped an average SOFR interest rate of 3.69% with an average EURIBOR rate of 1.93% for the nine months ended September 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.
Rearranged previous paragraphs (1)

Previous report — wording carried elsewhere

Net income (loss) and Adjusted EBITDA