JBT Marel Corp Files 8-K: Material Agreement & Other Events

TL;DR

JBT Marel Corp. signed a big deal, filed other events, and included financials. Big news incoming.

AI Summary

On September 3, 2025, JBT Marel Corp. entered into a material definitive agreement. The filing also indicates other events and the inclusion of financial statements and exhibits. The company, formerly known as John Bean Technologies Corp., is incorporated in Delaware and headquartered in Chicago, Illinois.

Why It Matters

This 8-K filing signals a significant new agreement for JBT Marel Corp., which could impact its business operations, financial performance, and strategic direction.

Risk Assessment

Risk Level: medium — Material definitive agreements can introduce new risks and obligations for a company, requiring careful evaluation of their terms and potential impact.

Key Numbers

• 001-34036 — SEC File Number (Identifies the company's filing history with the SEC.)
• 91-1650317 — EIN (Employer Identification Number for tax purposes.)

Key Players & Entities

• JBT Marel Corp (company) — Registrant
• John Bean Technologies Corp (company) — Former company name
• September 3, 2025 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation
• Chicago, IL (location) — Address of principal executive offices

FAQ

Key Financial Figures

• $0.01 — ich registered Common Stock, par value $0.01 per share JBTM New York Stock Excha
• $600 million — es in an aggregate amount not to exceed $600 million on or before December 31, 2025, subject
• $500 million — its intention to offer (the "Offering") $500 million aggregate principal amount of convertib
• $75.0 million — option to purchase up to an additional $75.0 million aggregate principal amount of the Notes

Filing Documents

• d60241d8k.htm (8-K) — 37KB
• d60241dex101.htm (EX-10.1) — 1056KB
• d60241dex991.htm (EX-99.1) — 13KB
• d60241dex992.htm (EX-99.2) — 150KB
• d60241dex993.htm (EX-99.3) — 51KB
• g60241dsp06.jpg (GRAPHIC) — 4KB
• 0001193125-25-194962.txt ( ) — 1719KB
• jbtm-20250903.xsd (EX-101.SCH) — 3KB
• jbtm-20250903_lab.xml (EX-101.LAB) — 18KB
• jbtm-20250903_pre.xml (EX-101.PRE) — 12KB
• d60241d8k_htm.xml (XML) — 4KB

Management's Discussion and Analysis of Financial Condition and Results of Operations of Marel

Management's Discussion and Analysis of Financial Condition and Results of Operations of Marel In connection with the Offering, the Company provided potential investors with certain discussion of the financial condition and results of operations of Marel hf. (subsequently renamed JBT Marel ehf.) for each of the years in the three-year period ended December 31, 2024, which is filed as Exhibit 99.3 to this Current Report and incorporated by reference herein. No Offer or Solicitation This communication is for informational purposes only and is not intended to and does not constitute an offer to buy, nor a solicitation of an offer to sell, subscribe for or buy any securities or the solicitation of any vote or approval in any jurisdiction pursuant to or in connection with the proposed transactions or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act and otherwise in accordance with applicable law. Cautionary Note Regarding Forward-Looking Statements This Current Report contains forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements are information of a non-historical nature and are subject to risks and uncertainties that are beyond the Company's ability to control. The inclusion of this forward-looking information should not be regarded as a representation by the Company or any other person that the future plans, estimates or expectations contemplated by the Company will be achieved. These forward-looking statements include, among others, statements regarding the Company's ability to complete the Offering and the convertible note hedge and warrant transactions on favorable terms, if at all, and general market conditions which might affect the Offering and the convertible note hedge and wa

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 10.1 Second Amendment to Second Amended and Restated Credit Agreement, dated September 3, 2025, by and among JBT Marel Corporation, John Bean Technologies Corporation Europe B.V., the Subsidiary Guarantors party thereto, Wells Fargo Bank, National Association, as administrative agent, and the other lenders party thereto. 2 99.1 Press release announcing the launch of the Offering, dated September 3, 2025. 99.2 The unaudited pro forma condensed combined financial information giving effect to the Marel Transaction, which includes the unaudited pro forma condensed combined statement of income for the year ended December 31, 2024 and the related notes. 99.3

Management's Discussion and Analysis of Financial Condition and Results of Operations of Marel

Management's Discussion and Analysis of Financial Condition and Results of Operations of Marel. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 3 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 By: /s/ Matthew J. Meister Name: Matthew J. Meister Title: Executive Vice President and Chief Financial Officer Dated: September 3, 2025 4

View Full Filing

View this 8-K filing on SEC EDGAR