JBTM 8-K
JBT MAREL Corp (JBTM)
8-K
2026-02-18
For: 2026-02-18
View Original
Added on
April 07, 2026
| 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): February 18, 2026
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification Number) | ||||||
(Address of principal executive offices, including Zip Code)
(312 ) 861-5900
(Registrant’s telephone number, including area code)
(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 | ||||||||||||
| 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 7.01 Regulation FD Disclosure.
On February 18, 2026, JBT Marel Corporation ("JBT Marel" or the "Company") announced that its previously disclosed plan to realign its reportable segments went into effect for the fourth quarter of 2025.
Following the January 2, 2025 acquisition of Marel hf. and prior to the segment realignment, the Company operated through two segments, JBT and Marel, which were comprised of the legacy operations of the Company and Marel hf., respectively. Effective during the fourth quarter of fiscal 2025, the Company realigned its reportable segments to better reflect the continued integration of the Company’s operating model. Giving effect to the realignment, there are two reporting segments, Protein Solutions and Prepared Food and Beverage Solutions. Commencing in the fourth quarter of 2025, the information regularly provided to, and reviewed by, the chief operating decision maker, who is the Chief Executive Officer, for purposes of resource allocation and performance evaluation reflected the revised reportable segment structure.
Exhibit 99.1 includes recast historical segment results reflecting the changes to the Company’s segments for the quarters ended March 31, June 30 and September 30, 2025 and the years ended December 31, 2024 and 2023. These changes had no impact on the Company’s previously reported consolidated net revenue, net earnings, net earnings per share or total assets.
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 | ||||||||
| 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: | By: | /s/ Matthew J. Meister | ||||||||||||
| Name | Matthew J. Meister | |||||||||||||
| Title | Executive Vice President and Chief Financial Officer | |||||||||||||
| QUARTERLY BUSINESS SEGMENT INFORMATION | |||||||||||||||||
| (Unaudited, and in millions) | |||||||||||||||||
| Three months ended March 31, 2025 | Protein Solutions | Prepared Food and Beverage Solutions | Total | ||||||||||||||
| Revenue | $ | 377.7 | $ | 476.4 | |||||||||||||
| Less: | |||||||||||||||||
| Cost of sales | 247.3 | 314.3 | |||||||||||||||
| Research and development | 19.7 | 9.5 | |||||||||||||||
Other segment items (1) | 76.6 | 101.1 | |||||||||||||||
| Add: | |||||||||||||||||
| Depreciation and amortization | 28.4 | 26.6 | |||||||||||||||
Segment Adjusted EBITDA (2) | $ | 62.5 | $ | 78.1 | $ | 140.6 | |||||||||||
| Less: | |||||||||||||||||
| Interest (income) | (1.4) | ||||||||||||||||
| Interest expense | 42.4 | ||||||||||||||||
| Other (income) | (2.0) | ||||||||||||||||
| Pension expense, other than service cost | 146.8 | ||||||||||||||||
| Restructuring related costs | 10.6 | ||||||||||||||||
| M&A related costs | 74.4 | ||||||||||||||||
| Depreciation and amortization | 60.6 | ||||||||||||||||
| Unallocated amounts: | |||||||||||||||||
Corporate expense (3) | 28.4 | ||||||||||||||||
| Income (loss) from continuing operations before income taxes | $ | (219.2) | |||||||||||||||
(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) Total segment Adjusted EBITDA excludes unallocated corporate expenses and therefore is not equivalent to consolidated total Adjusted EBITDA, which was previously disclosed in JBT Marel's Q1 2025 financial results furnished with the Company's Form 8-K filed on May 5, 2025.
(3) 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.
| QUARTERLY BUSINESS SEGMENT INFORMATION | |||||||||||||||||
| (Unaudited, and in millions) | |||||||||||||||||
| Three months ended June 30, 2025 | Protein Solutions | Prepared Food and Beverage Solutions | Total | ||||||||||||||
| Revenue | $ | 421.5 | $ | 513.3 | |||||||||||||
| Less: | |||||||||||||||||
| Cost of sales | 270.1 | 330.5 | |||||||||||||||
| Research and development | 20.6 | 9.7 | |||||||||||||||
Other segment items (1) | 88.0 | 111.5 | |||||||||||||||
| Add: | |||||||||||||||||
| Depreciation and amortization | 43.4 | 31.9 | |||||||||||||||
Segment Adjusted EBITDA (2) | $ | 86.2 | $ | 93.5 | $ | 179.7 | |||||||||||
| Less: | |||||||||||||||||
| Interest (income) | (2.8) | ||||||||||||||||
| Interest expense | 31.8 | ||||||||||||||||
| Other (income) | (3.0) | ||||||||||||||||
| Loss on investment | 10.6 | ||||||||||||||||
| Pension expense, other than service cost | 0.2 | ||||||||||||||||
| Restructuring related costs | 5.6 | ||||||||||||||||
| M&A related costs | 20.0 | ||||||||||||||||
| Depreciation and amortization | 82.5 | ||||||||||||||||
| Unallocated amounts: | |||||||||||||||||
Corporate expense (3) | 23.5 | ||||||||||||||||
| Income from continuing operations before income taxes | $ | 11.6 | |||||||||||||||
(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) Total segment Adjusted EBITDA excludes unallocated corporate expenses and therefore is not equivalent to consolidated total Adjusted EBITDA, which was previously disclosed in JBT Marel's Q2 2025 financial results furnished with the Company's Form 8-K filed on August 5, 2025.
(3) 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.
| QUARTERLY BUSINESS SEGMENT INFORMATION | |||||||||||||||||
| (Unaudited, and in millions) | |||||||||||||||||
| Three months ended September 30, 2025 | Protein Solutions | Prepared Food and Beverage Solutions | Total | ||||||||||||||
| Revenue | $ | 440.8 | $ | 560.5 | |||||||||||||
| Less: | |||||||||||||||||
| Cost of sales | 268.6 | 372.9 | |||||||||||||||
| Research and development | 21.6 | 9.1 | |||||||||||||||
Other segment items (1) | 72.6 | 108.0 | |||||||||||||||
| Add: | |||||||||||||||||
| Depreciation and amortization | 16.0 | 31.9 | |||||||||||||||
Segment Adjusted EBITDA (2) | $ | 94.0 | $ | 102.4 | $ | 196.4 | |||||||||||
| Less: | |||||||||||||||||
| Interest (income) | (3.4) | ||||||||||||||||
| Interest expense | 24.7 | ||||||||||||||||
| Other (income) | (3.1) | ||||||||||||||||
| Pension expense, other than service cost | 0.2 | ||||||||||||||||
| Restructuring related costs | 7.4 | ||||||||||||||||
| M&A related costs | 5.8 | ||||||||||||||||
| Depreciation and amortization | 55.4 | ||||||||||||||||
| Unallocated amounts: | |||||||||||||||||
Corporate expense (3) | 25.5 | ||||||||||||||||
| Income from continuing operations before income taxes | $ | 83.7 | |||||||||||||||
(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) Total segment Adjusted EBITDA excludes unallocated corporate expenses and therefore is not equivalent to consolidated total Adjusted EBITDA, which was previously disclosed in JBT Marel's Q3 2025 financial results furnished with the Company's Form 8-K filed on November 3, 2025.
(3) 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.
| FY 2024 BUSINESS SEGMENT INFORMATION | |||||||||||||||||
| (Unaudited, and in millions) | |||||||||||||||||
| Twelve months ended December 31, 2024 | Protein Solutions | Prepared Food and Beverage Solutions | Total | ||||||||||||||
| Revenue | $ | 168.7 | $ | 1,547.3 | |||||||||||||
| Less: | |||||||||||||||||
| Cost of sales | 92.0 | 997.5 | |||||||||||||||
| Research and development | 3.2 | 17.7 | |||||||||||||||
Other segment items (1) | 29.6 | 304.3 | |||||||||||||||
| Add: | |||||||||||||||||
| Depreciation and amortization | 13.6 | 73.4 | |||||||||||||||
Segment Adjusted EBITDA (2) | $ | 57.5 | $ | 301.2 | $ | 358.7 | |||||||||||
| Less: | |||||||||||||||||
| Interest (income) | (23.7) | ||||||||||||||||
| Interest expense | 19.4 | ||||||||||||||||
| Pension expense, other than service cost | 27.3 | ||||||||||||||||
| Restructuring related costs | 1.4 | ||||||||||||||||
| M&A related costs | 85.9 | ||||||||||||||||
| Depreciation and amortization | 89.4 | ||||||||||||||||
| Unallocated amounts: | |||||||||||||||||
Corporate expense (3) | 63.6 | ||||||||||||||||
| Income from continuing operations before income taxes | $ | 95.4 | |||||||||||||||
(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) Total segment Adjusted EBITDA excludes unallocated corporate expenses and therefore is not equivalent to consolidated total Adjusted EBITDA, which was previously disclosed in JBT Marel's full year 2024 financial results furnished with the Company's Form 8-K filed on February 24, 2025.
(3) 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.
| FY 2023 BUSINESS SEGMENT INFORMATION | |||||||||||||||||
| (Unaudited, and in millions) | |||||||||||||||||
| Twelve months ended December 31, 2023 | Protein Solutions | Prepared Food and Beverage Solutions | Total | ||||||||||||||
| Revenue | $ | 187.8 | $ | 1,476.6 | |||||||||||||
| Less: | |||||||||||||||||
| Cost of sales | 108.5 | 970.2 | |||||||||||||||
| Research and development | 4.9 | 15.7 | |||||||||||||||
Other segment items (1) | 30.6 | 287.2 | |||||||||||||||
| Add: | |||||||||||||||||
| Depreciation and amortization | 13.9 | 74.0 | |||||||||||||||
Segment Adjusted EBITDA (2) | $ | 57.7 | $ | 277.5 | $ | 335.2 | |||||||||||
| Less: | |||||||||||||||||
| Interest (income) | (13.4) | ||||||||||||||||
| Interest expense | 24.3 | ||||||||||||||||
| Pension expense, other than service cost | 0.7 | ||||||||||||||||
| Restructuring related costs | 11.4 | ||||||||||||||||
| M&A related costs | 6.0 | ||||||||||||||||
| Depreciation and amortization | 91.3 | ||||||||||||||||
| Unallocated amounts: | |||||||||||||||||
Corporate expense (3) | 61.8 | ||||||||||||||||
| Income from continuing operations before income taxes | $ | 153.1 | |||||||||||||||
(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) Total segment Adjusted EBITDA excludes unallocated corporate expenses and therefore is not equivalent to consolidated total Adjusted EBITDA, which was previously disclosed in JBT Marel's full year 2023 financial results furnished with the Company's Form 8-K filed on February 20, 2024.
(3) 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.