JBT Marel (NYSE: JBTM) recasts results under new segment model

Rhea-AI Filing Summary

JBT Marel Corporation has realigned its reporting structure to reflect integration after its January 2, 2025 acquisition of Marel hf. Effective in the fourth quarter of 2025, the company now reports two segments: Protein Solutions and Prepared Food and Beverage Solutions.

The chief executive officer now reviews results under this new structure, and historical segment data have been recast. Exhibit 99.1 provides segment revenue and Segment Adjusted EBITDA for the quarters ended March 31, June 30 and September 30, 2025 and for the years ended December 31, 2024 and 2023. The company states these changes do not affect previously reported consolidated net revenue, net earnings, earnings per share or total assets.

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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

JBT Marel Corporation

(Exact name of registrant as specified in its charter)

Delaware			001-34036			91-1650317
(State or other jurisdiction of incorporation or organization)			(Commission File Number)			(I.R.S. Employer Identification Number)

333 West Wacker Drive, Suite 3400

Chicago, IL 60606

(Address of principal executive offices, including Zip Code)

(312) 861-5900

(Registrant’s telephone number, including area code)

70 West Madison Street, Suite 4400

Chicago, IL 60602

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

Check the appropriate box below if the Forms 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class

Trading symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.01 per share

JBTM

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
			Emerging growth company			☐
			If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act			☐

Item 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						Recast segment results for the quarters ended March 31, June 30 and September 30, 2025 and the years ended December 31, 2024 and 2023.
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: February 18, 2026

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.

FAQ

What segment reporting changes did JBTM announce in this 8-K?

JBT Marel realigned its business into two reportable segments, Protein Solutions and Prepared Food and Beverage Solutions. This structure became effective in the fourth quarter of 2025 and is now how the chief executive officer evaluates performance and allocates resources.

When did JBT Marel’s new segment structure become effective?

The new segment structure became effective during the fourth quarter of 2025. From that quarter onward, internal reporting to the chief executive officer reflects Protein Solutions and Prepared Food and Beverage Solutions as the company’s two reportable operating segments.

How does the JBTM 8-K affect previously reported financial results?

The company states the segment changes do not affect previously reported consolidated net revenue, net earnings, net earnings per share or total assets. Only the allocation of results between segments has been recast to match the new reporting structure.

What historical periods did JBTM recast under the new segment structure?

JBT Marel recast segment information for the quarters ended March 31, June 30 and September 30, 2025, and for the years ended December 31, 2024 and 2023. These recast figures are presented in Exhibit 99.1 attached to the report.

What key segment metrics does Exhibit 99.1 for JBTM provide?

Exhibit 99.1 presents total revenue, cost of sales, research and development, other segment items, depreciation and amortization, and Segment Adjusted EBITDA for each segment. It also shows reconciling items to income from continuing operations before income taxes.

Is the recast segment information for JBTM considered filed with the SEC?

The company states the information in this report, including Exhibit 99.1, is furnished rather than filed under the Exchange Act. As a result, it is not subject to Section 18 liabilities or automatically incorporated into other SEC filings unless expressly referenced.

Filing Exhibits & Attachments

5 documents

Press Releases

• EX-99.1 EX-99.1 113.2 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 2.0 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE DOCUMENT 6.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 26.6 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 18.3 KB