JBTM — what changed in the latest 10-Q

Text added vs the prior filing · source: 10-Q · 2026-05-06

• •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;

• •our ability to remediate the material weaknesses relating to the Marel financial statements;

• •impacts of pandemic illnesses, food borne illnesses and diseases to various agricultural products;

• •potential liability arising out of the installation or use of our systems;

Text removed vs the prior filing · source: 10-Q · 2025-11-04

• •the inability to successfully integrate the legacy businesses of JBT and Marel, operationally, technologically, culturally or otherwise, in a manner that permits the combined company to achieve the benefits and synergies anticipated from the Marel Transaction on the anticipated timeline or at all;

• •the potential effects of the U.S. government shutdown that began in October 2025;

• •fluctuations in currency exchange rates and interest rates;

• •impacts of pandemic illnesses, food borne illnesses and diseases to various agricultural products;

• •acts of terrorism or war, including the ongoing conflicts in Ukraine and the Middle East;

Text removed vs the prior filing · source: 10-Q · 2025-11-04

• In January 2025, we entered into five cross-currency swaps related to the portion of the U.S. dollar denominated Term Loan B drawn down by JBT Marel's European entity. These cross currency swap agreements have a combined notional amount of $696.5 million and synthetically swap interest rates from SO…

• During 2025, the Company entered into a series of cross currency swaps with an aggregate notional amount of $2.1 billion to hedge the currency exchange component of our net investments in certain of our foreign subsidiaries. The aggregate fair value of these swaps was in a liability position of $32.…

Text added vs the prior filing · source: 10-Q · 2026-05-06

• 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 proce…

• 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 previou…

• 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 E…

• 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.

Text removed vs the prior filing · source: 10-Q · 2025-11-04

• Under the direction of our Chief Executive Officer and Chief Financial Officer, we have evaluated the effectiveness of our 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 of September 30, 2…

• The Company completed the acquisition of Marel hf. (“Marel”) on January 2, 2025 in a purchase business combination. As discussed in Securities and Exchange Commission (“SEC”) staff guidance, a company may conclude it will exclude an acquired

• business from the assessment of internal control over financial reporting during the first year after completion of an acquisition. In light of the overlap between a company’s disclosure controls and procedures and its internal control over financial reporting, the evaluation of disclosure controls …

• A material weakness is a deficiency, or 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, Marel management identified the following material weaknesses in its internal control over financial reporting, which remained unremediated as of September 30, 2025:

Text added vs the prior filing · source: 10-Q · 2026-05-06

• During the three months ended March 31, 2026, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement,” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

• On April 29, 2026, the Board of Directors appointed Andrew Moller as the Company’s Vice President and Chief Accounting Officer, effective as of June 1, 2026. Mr. Moller, age 51, will serve as the Company’s principal accounting officer. Mr. Moller has served as Vice President and Corporate Controller…

• As Vice President and Chief Accounting Officer, Mr. Moller will receive an annual salary of $410,000. Mr. Moller will be eligible to participate in the Company’s short-term incentive compensation program, with a target annual incentive award of 45% of his base salary. Mr. Moller will also be eligibl…

• There are no arrangements or understandings between Mr. Moller and any other persons pursuant to which he was selected as an officer of the Company. Mr. Moller has no family relationships with any of the Company’s directors or executive officers or any persons nominated or chosen by the Company to b…

Text removed vs the prior filing · source: 10-Q · 2025-11-04

• On August 29, 2025, Olafur Gudmundsson, Director of the Company, adopted a new trading plan for the sale of shares of the Company's common stock that is intended to satisfy the affirmative defense conditions of Exchange Act Rule 10b5-1(c). The trading plan covers the sale of up to 30,000 shares of t…

• Other than the trading plan above, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement,” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K, during the three months ended September 30, 2025.