Every material Form 8-K JBT Marel filed with the SEC in 2025, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
JBT Marel reported third quarter 2025 revenue of $1,001.3 million, up from $453.8 million a year earlier, and income from continuing operations of $66.8 million. The company raised its full year 2025 guidance, including revenue of $3,760 million to $3,790 million and adjusted EPS of $6.10 to $6.40, but its GAAP EPS guidance remains a loss of $1.05 to $0.75 per share.
Q3 2025 diluted EPS from continuing operations was $1.28, versus $1.18 in Q3 2024; adjusted EPS was $1.94, versus $1.76.
Full year 2025 guidance: revenue of $3,760 million to $3,790 million and adjusted EBITDA margin of 15.75% to 16.0%.
GAAP EPS guidance for full year 2025 is a loss of $1.05 to $0.75, reflecting a $147 million non-cash pension settlement charge in the first quarter.
The company plans to realign its reporting into two segments in Q4 2025 and expects in-year synergy savings of $40 million to $45 million.
JBT Marel said its Vice President, Corporate Controller and Chief Accounting Officer, Jessi L. Corcoran, resigned effective November 4, 2025, to take a role at another company. The company said her departure was not related to any disagreement on accounting, financial reporting or internal controls, and its board named CFO Matthew J. Meister as principal accounting officer effective upon her departure.
Jessi L. Corcoran gave notice of resignation on October 15, 2025, effective November 4, 2025.
Board designated Matthew J. Meister, Executive Vice President and CFO, as principal accounting officer on October 20, 2025.
Meister will receive no additional compensation for the added role.
The filing states Corcoran's departure involved no disagreement with the company on accounting or internal controls.
JBT Marel Corporation closed a private offering of $575.0 million of 0.375% convertible senior notes due September 15, 2030, including $75.0 million from the initial purchasers' option. The company expects about $506.1 million in net proceeds, which it plans to use mainly to repay revolving credit facility borrowings and to refinance its 0.25% convertible notes due 2026.
Gross proceeds of $575.0 million; net proceeds of approximately $506.1 million before offering expenses
Notes bear 0.375% annual interest, payable March 15 and September 15, starting March 15, 2026
Initial conversion price of approximately $187.77 per share; convertible note hedge and warrant transactions raise the effective conversion price to $283.42 per share
Company may not redeem the Notes before September 20, 2028
JBT Marel said on September 3, 2025 that it intends to sell $500 million of convertible senior notes due 2030 in a private offering, with an option for initial purchasers to buy up to $75 million more. The company also amended its credit agreement to lower revolving loan pricing and permit up to $600 million of unsecured convertible notes through December 31, 2025. The filing says proceeds will partly fund hedge and warrant transactions, partly repay revolver borrowings and later help retire its 0.25% convertible notes due 2026; the warrant transactions could dilute common shares if the stock price exceeds the strike price.
Intended offering of $500 million convertible senior notes due 2030, with an option for up to $75 million more within a 13-day period
Proceeds to partly pay the net cost of convertible note hedge and warrant transactions and repay part of revolver borrowings; company later plans to repay or refinance its 0.25% convertible notes due 2026
Second Amendment dated September 3, 2025 sets revolver margin at SOFR plus 1.125% to 1.750% and removes the 10 basis point credit spread adjustment
Warrant transactions could have a dilutive effect on common stock if the market price exceeds the warrant strike price
On August 20, 2025, JBT Marel Corporation signed a First Amendment to its Second Amended and Restated Credit Agreement to lower borrowing costs on its Term B Loans. The filing says lower pricing reduces the cost of this debt, which can help the company's interest expense, but it does not give dollar amounts.
Amendment dated August 20, 2025 covers the Term B Loans under the credit agreement dated January 2, 2025
Removes the 10 basis point credit spread adjustment on the Initial Term Loans
Reduces the margin from SOFR plus 2.00% to 2.50% (depending on Total Net Leverage Ratio) to SOFR plus 1.75%
Wells Fargo Bank, National Association is administrative agent; the full text is filed as Exhibit 10.1
JBT Marel reported second quarter 2025 revenue of $935 million, up from $402 million a year earlier, after the Marel transaction closed at the beginning of 2025. Income from continuing operations fell to $3 million, or $0.07 diluted EPS, from $31 million a year earlier, and the company re-established full year 2025 guidance, including revenue of $3,675 million to $3,725 million and adjusted EPS of $5.45 to $6.15.
Q2 2025 revenue was $935 million versus $402 million in Q2 2024; adjusted EBITDA was $156 million versus $64 million.
Income from continuing operations was $3 million ($0.07 diluted EPS) versus $31 million ($0.95 diluted EPS) a year earlier; adjusted EPS was $1.49.
Full year 2025 guidance: revenue $3,675 million to $3,725 million, GAAP EPS ($1.90) to ($1.20), adjusted EPS $5.45 to $6.15.
The filing cites an $11 million loss on investment from a joint-venture impairment and $20 million in M&A related costs in the quarter.
JBT Marel reported first quarter 2025 revenue of $854 million and orders of $916 million, but a $173 million net loss, driven largely by a $147 million non-cash pension settlement charge, weighed on results. The company suspended its full-year 2025 guidance and instead provided second quarter guidance, citing uncertainty from trade policies and tariffs.
Net loss $173 million, or $(3.35) per diluted share, including $147 million pension settlement charge; adjusted EPS $0.97 versus $1.11 in Q1 2024 as recast
Full-year 2025 guidance suspended; Q2 2025 guidance is revenue $885-$915 million and adjusted EPS $1.20-$1.40
Company continues to expect $35-$40 million in realized cost synergies for full-year 2025
JBT Marel's Executive Vice President and Chief Legal Officer, James L. Marvin, announced on March 25, 2025 that he intends to retire on May 31, 2025. The company has started a search for his replacement, which it expects to complete by the end of the second quarter of 2025.
James L. Marvin, EVP and Chief Legal Officer, announced retirement on March 25, 2025
Retirement effective May 31, 2025
Company expects to name a replacement by the end of the second quarter of 2025
The filing contains no financial results or guidance
JBT Marel reported fourth quarter and full year 2024 results for JBT standalone, with fourth quarter loss from continuing operations of $7 million and full year income from continuing operations of $85 million, down $45 million, reflecting M&A costs and a pension settlement expense. The company also provided 2025 guidance projecting a loss from continuing operations of $70 million to $35 million, with adjusted EPS of $5.50 to $6.10, and raised its cost synergy target to $150 million.
Q4 2024 JBT standalone: record quarterly orders of $523 million; loss from continuing operations of $7 million versus income of $53 million a year earlier
Full year 2024 JBT standalone: revenue of $1,716 million, up 3 percent; adjusted EBITDA of $295 million, up 8 percent
2025 guidance: revenue of $3,575 million to $3,650 million; loss from continuing operations of $70 million to $35 million; adjusted EPS of $5.50 to $6.10
Cost synergy expectation raised from $125 million to $150 million within three years after the January 2, 2025 combination with Marel
JBT Marel Corporation (JBTM) completed settlement of its voluntary takeover offer for Marel hf. and began trading under the JBTM symbol on January 3, 2025. The company also entered a Second Amended and Restated Credit Agreement with Wells Fargo as administrative agent, with borrowings used to complete the transaction and repay certain existing Marel debt, which adds secured obligations shareholders should weigh.
Voluntary takeover offer for Marel hf. settled; offer expired December 20, 2024; shares began trading as JBT Marel on NYSE and Nasdaq Iceland on January 3, 2025.
Credit agreement provides a $1.8 billion revolving credit facility maturing January 2, 2030 and a $900 million term loan B maturing January 2, 2032.
Obligations are secured by first-priority interests in substantially all personal property of the borrowers and domestic subsidiary guarantors.
Marel shares were delisted from Euronext Amsterdam and Nasdaq Iceland after January 3, 2025; compulsory acquisition of remaining shares is expected to settle in February 2025.
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