Cautionary Note Regarding Forward-Looking Statements This Quarterly Report on Form 10-Q, our Annual Report on Form 10-K and other materials filed or to be filed by us with the Securities and Exchange Commission, as well as information in oral statements or other written statements made or to be made by us, contain statements that are, or may be considered to be, forward-looking statements. All statements that are not historical facts, including statements about our beliefs or expectations, are forward-looking statements. You can identify these forward-looking statements by the use of forward-looking words such as “outlook,” “believes,” “expects,” “potential,” “continues,” “may,” “will,” “should,” “seeks,” “approximately,” “predicts,” “intends,” “plans,” “estimates,” “anticipates,” “foresees” or the negative version of those words or other comparable words and phrases. Any forward-looking statements contained in this Form 10-Q are based upon our historical performance and on current plans, estimates and expectations. The inclusion of this forward-looking information should not be regarded as a representation by us or any other person that the future plans, estimates or expectations contemplated by us will be achieved. These forward-looking statements include, among others, statements relating to our business and our results of operations, our strategic plans, our restructuring plans and expected cost savings from those plans and our liquidity. The factors that could cause our actual results to differ materially from expectations include, but are not limited to, the following factors: •fluctuations in our financial results; •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; •loss of key management and other personnel; •our ability to remediate the material weaknesses relating to the Marel financial statements; •deterioration of economic conditions, including impacts from supply chain delays and reduced material or component availability; •unanticipated delays or acceleration in our sales cycles; •inflationary pressures, including increases in energy, raw material, freight, and labor costs; •changes in food consumption patterns; •weather conditions and natural disasters; •impacts of pandemic illnesses, food borne illnesses and diseases to various agricultural products; •work stoppages; •customer sourcing initiatives; •competition and innovation in our industries; •disruptions in the political, regulatory, economic and social conditions of the countries in which we conduct business; •changes to tariffs, trade regulations, quotas, or duties; •potential liability arising out of the installation or use of our systems; •the impact of climate change and environmental protection initiatives; •our ability to comply with U.S. and international laws governing our operations and industries; •increases in tax liabilities; •risks related to acquisitions, such as our ability to integrate the acquisitions we have consummated, including the integration of the legacy businesses of JBT and Marel; •our ability to develop and introduce new or enhanced products and services and keep pace with technological developments; •difficulty in developing, preserving and protecting our intellectual property or defending claims of infringement; •cybersecurity risks such as network intrusion or ransomware schemes; •our convertible note hedge and warrant transactions; •the maintenance of two stock exchange listings; •fluctuations in currency exchange rates and interest rates; •our level of indebtedness; •availability of and access to financial and other resources; and •the factors described under the captions “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our most recent Annual Report on Form 10-K and in this and any future Quarterly Report on Form 10-Q. 28 If one or more of those or other risks or uncertainties materialize, or if our underlying assumptions prove to be incorrect, actual results may vary materially from what we projected. Consequently, actual events and results may vary significantly from those included in or contemplated or implied by our forward-looking statements. The forward-looking statements included in this Form 10-Q are made only as of the date hereof, and we undertake no obligation to publicly update or revise any forward-looking statement made by us or on our behalf, whether as a result of new information, future developments, subsequent events or changes in circumstances or otherwise. In this section, the Company utilizes non-GAAP measures to provide a more meaningful comparison of its ongoing operating results, consistent with how management evaluates performance. For further information regarding the Company's non-GAAP measures including reconciliations to the most directly comparable GAAP measures, see below "Reconciliation of Non-GAAP Measures." The Company calculates amounts and percentages using rounded figures as presented in this section. In prior periods, amounts and percentages were calculated using unrounded values. As a result, certain amounts and percentages may differ slightly from previously presented information. Executive Overview JBT Marel Corporation is a leading global food and beverage technology solutions provider to high-value segments of the food and beverage industry. Fueled by our purpose, to transform the future of food, we help our customers maximize production output and performance through our diverse food application knowledge and integrated solutions offerings. We specialize in designing, manufacturing, and servicing cutting-edge technology, systems, and software for a broad range of food and beverage end markets. We aim to create better outcomes for our diverse customers by optimizing food yield and efficiency, improving food safety and quality, and enhancing uptime and proactive maintenance, all while reducing waste and resource use across the global food supply chain. In early 2026, we introduced our NextGen strategy that focuses on delivering comprehensive solutions to customers through our leading technology, life cycle support, and food application expertise. Our NextGen strategy includes four key pillars to deliver continued organic growth and margin expansion. •Customer First Service Organization. Leveraging our global footprint and large installed base to strengthen customer partnerships through a more prescriptive service model. Our enhanced regional service capabilities and data driven approach allow us to improve on-time parts delivery, reduce unplanned downtime events, and optimize our customers’ operations. •Integrated Value Proposition. Broadening and deepening our product leadership through targeted innovation. Our priorities include strengthening our full-line capabilities, allowing technology to seamlessly flow together as a cohesive system. We also are addressing customer pain points by creating differentiated solutions that increase yield and throughput while reducing waste, labor requirements, and energy usage. •Capture Full Market Potential. Elevating commercial execution through our customer focused go-to-market strategy that drives cross-selling, accelerates growth in emerging markets, and enhances customer retention. •Operational Distinctiveness. Harnessing our enterprise-wide relentless continuous improvement culture to reduce operational complexity, unlock efficiency gains, and enable margin improvement. Our approach to Environmental, Social and Governance (ESG) initiatives is embedded in our overall company strategy and is advanced through five key pillars, related to: •Our customers, to whom we offer diverse solutions, operational scale and application, service, and digital expertise focused on enabling customers to reach their sustainability goals; •Our products and service solutions that offer efficient energy and water usage, extend product shelf life and equipment lifespans, contribute to food traceability and safety, and help minimize food loss; 29 •Our people and communities, for and with whom we are creating a values-driven workplace, ensuring all employees have the tools they need to succeed and experience a sense of belonging; •Our operations, where we are integrating practices to reduce our greenhouse gas (GHG) emissions, curb energy use, minimize waste generation, and optimize water use; and •Our supply partners, with whom we are engaging to better understand their environmental impact and identify collaborative opportunities to more effectively achieve common sustainability goals. Strategic Acquisition of Marel hf. On January 2, 2025, the Company closed the acquisition of Marel, a multi-national food processing company based in Gardabaer, Iceland that manufactures equipment and provides other services for food processing in the poultry, meat, fish, and pet food industries. The purpose of the Marel Transaction was to create a leading and diversified global food and beverage technology solutions provider by bringing together two renowned companies with long histories, complementary product portfolios, highly respected brands, and cutting-edge technology to enable global customers to more efficiently access industry leading technology worldwide. Refer to Note 2. Acquisitions of the Notes to the Consolidated Financial Statements for additional information on the Marel Transaction. The disclosures in this “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations” of the Quarterly Report on Form 10-Q speak to the combined company subsequent to the Marel Transaction unless otherwise noted. 30 Business Conditions and Outlook We achieved another strong quarter of inbound orders, demonstrating the value of our comprehensive solutions and cross-selling capabilities. Demand remained strong in the poultry end market, with meaningful investment in further processing technology. Additionally, we saw healthy demand in meat and beverage end markets with improved investment in warehouse automation after a few soft quarters. We delivered year-over-year growth in revenue and margins driven primarily by higher non-recurring revenue within the poultry end market and net tariff recoveries. For the full year 2026, we continue to expect year-over-year growth in revenue, margins, and earnings per share, which are supported by our record backlog and operational improvement initiatives. At the same time, we are closely monitoring how rising inflation may impact the price-cost dynamics for both JBT Marel and our customers. 31 CONSOLIDATED RESULTS OF OPERATIONS THREE MONTHS ENDED JUNE 30, 2026 AND 2025 Three Months Ended June 30, Favorable / (Unfavorable) (In millions, except %) 2026 2025 Change % Revenue 981 935 46 4.9% Cost of sales 622 600 (22) (3.7)% Gross profit 359 335 24 7.2% Gross profit margin 36.6% 35.8% 80 bps Selling, general and administrative expense 313 287 (26) (9.1)% Operating income 46 48 (2) (4.2)% Loss on investment — 11 11 100.0% Interest expense, net 13 29 16 55.2% Other income (2) (3) (1) 33.3% Income (loss) before income taxes 35 11 24 218.2% Income tax provision (benefit) 7 8 1 (12.5)% Net income (loss) $ 28 $ 3 $ 25 833.3% Adjusted EBITDA (1) $ 168 $ 156 $ 12 7.7% Net income (loss) margin 2.9% 0.4% 250 bps Adjusted EBITDA margin 17.1% 16.7% 40 bps (1) Refer to the 'Reconciliation of Non-GAAP Measures' section below for additional information on Adjusted EBITDA. Revenue Total revenue for the three months ended June 30, 2026 increased $46 million, or 4.9%, compared to the same period in 2025. Organic revenue growth contributed $27 million, while favorable foreign currency translation contributed $19 million. The increase in organic revenue was primarily driven by higher volume in both recurring and non-recurring revenue. Gross Profit and Gross Profit Margin Gross profit margin increased 80 bps to 36.6% compared to 35.8% in 2025. The increase primarily reflected a favorable net tariff impact, including tariff recoveries recognized during the second quarter of 2026, higher sales volumes and improved leverage of fixed costs, partially offset by higher inflationary costs. Net tariff impact contributed 62 bps to the year-over-year increase in gross profit margin. Selling, general and administrative expense Selling, general and administrative expense increased $26 million and as a percentage of revenue increased 120 bps to 31.9% compared to 30.7% for the same period in the prior year. The increase was primarily driven by a one-time $33 million intangible asset impairment charge recorded during the second quarter of 2026, partially offset by lower acquisition-related depreciation and amortization expense compared to the prior-year period. 32 Interest expense, net Interest expense, net, decreased by $16 million compared to the prior-year period, primarily due to benefits realized from the Company’s net investment hedges executed during the second and third quarters of 2025, as well as lower average debt balances during the period. Income tax provision (benefit) The effective tax rate on net income (loss) for the three months ended June 30, 2026 was 18.6%, compared to 68.1% for the same period in 2025. The 2026 tax rate reflected a favorable discrete tax benefit of $3 million resulting from the completion of the annual calculation of U.S. tax inclusions associated with prior-year foreign earnings. The 2025 tax rate was elevated due to lower pre-tax income and the impact of discrete tax expense totaling $3 million, primarily related to a non-deductible loss on investment and changes in the forecasted full-year effective tax rate. Net income (loss) and Adjusted EBITDA Net income for the three months ended June 30, 2026 was $28 million compared to $3 million for the same period in 2025, an increase of $25 million. The increase was primarily driven by higher revenue, lower acquisition-related depreciation and amortization expense, lower interest expense, and a favorable net tariff impact, partially offset by a $33 million intangible asset impairment charge recorded during the second quarter of 2026 and higher inflationary costs. Net income margin increased to 2.9% compared to 0.4% for the same period in 2025. Adjusted EBITDA was $168 million for the three months ended June 30, 2026 compared to $156 million for the same period in 2025, an increase of $12 million. Adjusted EBITDA margin increased 40 bps to 17.1% compared to 16.7% in the prior-year period. The increase was primarily driven by a favorable net tariff impact, including tariff recoveries recognized during the second quarter of 2026, as well as higher sales volume and improved fixed-cost leverage. These benefits were partially offset by higher inflationary costs. 33 CONSOLIDATED RESULTS OF OPERATIONS SIX MONTHS ENDED JUNE 30, 2026 AND 2025 Six Months Ended June 30, Favorable / (Unfavorable) (In millions, except %) 2026 2025 Change % Revenue 1,917 1,789 128 7.2% Cost of sales 1,229 1,162 (67) (5.8)% Gross profit 688 627 61 9.7% Gross profit margin 35.9% 35.0% 90 bps Selling, general and administrative expense 574 612 38 6.2% Operating income 114 15 99 660.0% Pension expense, other than service cost — 147 147 100.0% Loss on investment — 11 11 100.0% Interest expense, net 23 70 47 67.1% Other income (4) (5) (1) 20.0% Income (loss) before income taxes 95 (208) 303 (145.7)% Income tax provision (benefit) 22 (38) (60) 157.9% Net income (loss) $ 73 $ (170) $ 243 (142.9)% Adjusted EBITDA (1) $ 310 $ 268 $ 42 15.7% Net income (loss) margin 3.8% (9.5)% 1330 bps Adjusted EBITDA margin 16.2% 15.0% 120 bps (1) Refer to the 'Reconciliation of Non-GAAP Measures' section below for additional information on Adjusted EBITDA. Revenue Total revenue for the six months ended June 30, 2026 increased $128 million or 7.2%, compared to the same period in 2025. Organic revenue contributed $57 million, while favorable foreign currency translation contributed $71 million. The increase in organic revenue was primarily driven by higher volume in both recurring and non-recurring revenue. Gross Profit and Gross Profit Margin Gross profit margin increased 90 bps to 35.9% compared to 35.0% in 2025. The increase primarily reflected higher sales volume and improved fixed-cost leverage. These favorable factors were partially offset by higher inflationary costs and net tariff-related impact, which represented a 42 bps year-over-year headwind to gross profit margin, inclusive of tariff recoveries recognized during the second quarter of 2026. Selling, general and administrative expense Selling, general and administrative expense decreased $38 million compared to the same period in the prior year. Selling, general and administrative expense as a percentage of revenue decreased 430 bps to 29.9% compared to 34.2% in the same period last year. The decrease was primarily driven by lower acquisition-related depreciation and amortization expense and lower transaction and integration costs compared to the prior-year period. 34 Pension expense, other than service cost Pension expense, other than service cost decreased $147 million compared to the same period in the prior year. This decrease was attributable to a one-time $147 million settlement charge recognized in the first quarter of 2025 upon the termination of the U.S. qualified defined benefit pension plan. Interest expense, net Interest expense, net decreased $47 million compared with the prior-year period, primarily due to the release of capitalized debt issuance costs associated with the termination of the Company’s bridge credit agreement in the first quarter of 2025, as well as benefits from the Company's net investment hedges executed during the second and third quarters of 2025. Income tax provision (benefit) The effective tax rate on net income for the six months ended June 30, 2026 was 23.0%, compared with 18.4% on a pretax loss for the same period in 2025. In 2026, the tax rate was favorably impacted by discrete tax benefits of $2 million, primarily related to stock-based compensation and the completion of the annual calculations of U.S. tax inclusions associated with prior-year foreign earnings. These benefits were partially offset by tax expense resulting from a change in the Company’s indefinite reinvestment assertion related to foreign earnings. In 2025, the tax benefit on the pretax loss was reduced by discrete tax expense totaling $5 million, primarily driven by non-deductible acquisition costs and a non-deductible loss on investment. Net income (loss) and Adjusted EBITDA Net income for the six months ended June 30, 2026 was $73 million compared to a net loss of $170 million for the same period in 2025, representing an increase of $243 million. The improvement was primarily driven by lower transaction, integration, and pension-related costs compared to the prior-year period, as well as higher sales volume and improved leverage of fixed costs. As a result, net income (loss) margin increased to 3.8%, compared to (9.5)% for the same period in 2025. Adjusted EBITDA was $310 million for the six months ended June 30, 2026, compared to $268 million for the same period in 2025, representing an increase of $42 million. Adjusted EBITDA margin increased 120 bps to 16.2% compared to 15.0% for the same period in 2025. The increases in Adjusted EBITDA and Adjusted EBITDA margin were primarily driven by higher sales volume and improved leverage of fixed costs compared to the prior-year period, partially offset by higher inflationary costs and net tariff costs, inclusive of tariff recoveries recognized during the second quarter of 2026, which remained a headwind during the period. 35 OPERATING RESULTS OF BUSINESS SEGMENTS THREE MONTHS ENDED JUNE 30, 2026 AND 2025 Three Months Ended June 30, Favorable / (Unfavorable) (In millions, except %) 2026 2025 Change % Revenue Protein Solutions $ 467 $ 421 $ 46 10.9 % Prepared Food and Beverage Solutions 514 514 — — % Total revenue $ 981 $ 935 $ 46 4.9 % Segment Adjusted EBITDA (1) Protein Solutions $ 112 $ 86 $ 26 30.2 % Prepared Food and Beverage Solutions 90 94 (4) (4.3) % Segment Adjusted EBITDA margin Protein Solutions 24.0 % 20.5 % 350 bps Prepared Food and Beverage Solutions 17.5 % 18.2 % -70 bps (1) Refer to Note 14. Business Segment Information of the Notes to Condensed Consolidated Financial Statements for additional information on segment Adjusted EBITDA. Protein Solutions Protein Solutions segment revenue increased by $46 million or 10.9% during the three months ended June 30, 2026, compared to the same period in 2025, of which favorable currency translation contributed $11 million. Organic revenue growth was primarily driven by higher recurring revenue and a recovery in non-recurring project activity within poultry end markets compared to the prior‑year period. Protein Solutions segment Adjusted EBITDA was $112 million or 24.0% of segment revenue, for the three months ended June 30, 2026, compared to $86 million, or 20.5% of segment revenue, for the same period in 2025. The increase of $26 million, or 30.2%, was primarily driven by higher gross margin resulting from increased volume, synergy realization and a favorable net tariff impact, partially offset by higher inflationary costs. Adjusted EBITDA margin increased 350 bps from the prior-year period. Prepared Food and Beverage Solutions Prepared Food and Beverage Solutions segment revenue was flat for the three months ended June 30, 2026, compared to the same period in 2025, including an $8 million benefit from favorable foreign currency translation. Organic revenue declined during the period, primarily driven by lower equipment volumes across certain end markets within the segment. Prepared Food and Beverage Solutions segment Adjusted EBITDA was $90 million, or 17.5%, of segment revenue, for the three months ended June 30, 2026, compared to $94 million, or 18.2% of segment revenue, for the same period in 2025. The decrease of $4 million, or 4.3%, was primarily driven by productivity inefficiencies associated with efforts to optimize the segment’s manufacturing footprint and supply chain operations, as well as higher inflationary costs. These factors were partially offset by a favorable net tariff impact. Adjusted EBITDA margin decreased 70 bps from the prior-year period. 36 OPERATING RESULTS OF BUSINESS SEGMENTS SIX MONTHS ENDED JUNE 30, 2026 AND 2025 Six Months Ended June 30, Favorable / (Unfavorable) (In millions, except %) 2026 2025 Change % Revenue Protein Solutions $ 927 $ 799 $ 128 16.0 % Prepared Food and Beverage Solutions 990 990 — — % Total revenue $ 1,917 $ 1,789 $ 128 7.2 % Segment Adjusted EBITDA (1) Protein Solutions $ 212 $ 149 $ 63 42.3 % Prepared Food and Beverage Solutions 160 172 (12) (7.0) % Segment Adjusted EBITDA margin Protein Solutions 22.9 % 18.6 % 430 bps Prepared Food and Beverage Solutions 16.2 % 17.4 % -120 bps (1) Refer to Note 14. Business Segment Information of the Notes to Condensed Consolidated Financial Statements for additional information on segment Adjusted EBITDA. Protein Solutions Protein Solutions segment revenue increased by $128 million, or 16.0%, during the six months ended June 30, 2026, compared to the same period in 2025, including a $42 million benefit from favorable currency translation. Organic revenue growth was primarily driven by higher recurring revenue and a recovery in non-recurring project activity within poultry end markets compared to the prior-year period. Protein Solutions segment Adjusted EBITDA was $212 million or 22.9% of segment revenue, for the six months ended June 30, 2026, compared to $149 million, or 18.6% of segment revenue, for the same period in 2025. The increase of $63 million, or 42.3%, was primarily driven by higher gross margins resulting from increased volume and synergy realization. Adjusted EBITDA margin increased 430 bps compared to the prior-year period. Prepared Food and Beverage Solutions Prepared Food and Beverage Solutions segment revenue was flat for the six months ended June 30, 2026 compared to the same period in 2025, including a $29 million benefit from favorable foreign currency translation. Organic revenue declined during the period, primarily driven by lower equipment volumes across certain end markets within the segment. Prepared Food and Beverage Solutions segment Adjusted EBITDA was $160 million, or 16.2% of segment revenue, for the six months ended June 30, 2026, compared to $172 million, or 17.4% of segment revenue, for the same period in 2025. The decrease of $12 million, or 7.0%, was primarily driven by lower backlog-to-revenue conversion and reduced operational efficiencies within the segment's manufacturing and supply chain operations during the period. Adjusted EBITDA margin decreased 120 bps compared to the prior-year period. 37 Reconciliation of Non-GAAP Measures We present non-GAAP financial measures in this quarterly report on Form 10-Q. These non-GAAP financial measures adjust for certain amounts that are otherwise included or excluded from a measure calculated under U.S. GAAP. By adjusting for these items, we believe we provide greater transparency into our operating results and trends, and a more meaningful comparison of our ongoing operating results, consistent with how management evaluates performance. Management uses these non-GAAP financial measures in financial and operational evaluation, planning and forecasting. We also believe that these non-GAAP measures are useful to investors as a way to evaluate and compare our operating performance against peers in the Company's industry. The adjustments generally fall within the following categories: restructuring related costs, M&A related costs, pension-related costs, and other major items affecting comparability of our ongoing operating results. The non-GAAP financial measures presented in this report may differ from similarly-titled measures used by other companies. The non-GAAP financial measures are not intended to be used as a substitute for, nor should they be considered in isolation of, financial measures prepared in accordance with U.S. GAAP. Additional details for each Non-GAAP financial measure follow: •Adjusted EBITDA and Adjusted EBITDA margin: We define Adjusted EBITDA as earnings before income taxes, interest expense (income), net, other financing income, pension expense other than service cost, restructuring costs, M&A related costs, including acquisition and integration-related expenses, one-time impairment charges, and depreciation and amortization, including acquisition-related depreciation and amortization. We define Adjusted EBITDA margin as Adjusted EBITDA divided by revenue. •Adjusted income and adjusted diluted earnings per share: We adjust earnings for restructuring costs, M&A related costs, including acquisition and integration-related expenses, one-time impairment charges, inventory step-up amortization from business combinations; acquisition-related amortization and depreciation, acquisition financing costs, non-cash service pension costs and the related tax effects of these adjustments. •Free cash flow: We define free cash flow as cash provided by operating activities, less capital expenditures, plus proceeds from sale of fixed assets and pension contributions. The tables below reconcile each non-GAAP financial measure to the most comparable GAAP financial measure. 38 The following table presents a reconciliation of the Company's reported income (loss) to Adjusted EBITDA. Three Months Ended June 30, Six Months Ended June 30, (In millions) 2026 2025 2026 2025 Net income (loss) $ 28 $ 3 $ 73 $ (170) Income tax provision (benefit) 7 8 22 (38) Interest expense, net 13 29 23 70 Other financing income (1) (2) (3) (4) (5) Restructuring and related costs, net (2) 12 6 10 17 M&A related costs (3) 11 20 19 94 Impairment of intangible assets (4) 33 — 33 — Loss on investment — 11 — 11 Pension expense, other than service cost (5) — — — 147 Depreciation and amortization expense (6) 66 82 134 143 Adjusted EBITDA $ 168 $ 156 $ 310 $ 268 (1) Other financing income represents transaction gains from fair value hedges on our foreign currency denominated debt, and are considered non-operating as they relate to our cost of borrowing debt. (2) Costs associated with restructuring actions, primarily consisting of severance and related employee costs. (3) Advisory, strategy, integration, and other costs associated with completed M&A transactions. These costs are attributable to the integration of acquired businesses and are not considered indicative of ongoing operating performance. (4) Non-cash impairment charge related to acquired intangible assets recorded in the second quarter of 2026. (5) Non service-related pension expense, which consists of non-cash interest cost, expected return on plan assets, amortization of actuarial gains and losses, and settlement charges. (6) Depreciation and amortization, including acquisition related amortization and depreciation expense, is excluded to determine Adjusted EBITDA. 39 The table below provides a reconciliation of income (loss) as reported to adjusted income and adjusted diluted earnings per share. Three Months Ended June 30, Six Months Ended June 30, (In millions, except per share data) 2026 2025 2026 2025 Net income (loss) $ 28 $ 3 $ 73 $ (170) Non-GAAP adjustments Restructuring and related costs, net (1) 12 6 10 17 M&A related costs (2) 11 20 19 94 Impairment of intangible assets (3) 33 — 33 — Acquisition related depreciation and amortization (4) 42 58 87 100 Loss on investment — 11 — 11 Amortization of bridge financing debt issuance cost — — — 12 Impact from tax provision on Non-GAAP adjustments (5) (24) (20) (37) (51) Recognition of non-cash pension plan related settlement costs — — — 147 Impact on tax provision from non-cash pension plan related settlement costs — — — (37) Discrete tax adjustment from M&A activity — — — 5 Adjusted income $ 102 $ 78 $ 185 $ 128 Net income (loss) $ 28 $ 3 $ 73 $ (170) Total shares and dilutive securities 52.2 52.2 52.3 51.9 Diluted earnings (loss) per share $ 0.54 $ 0.07 $ 1.40 $ (3.27) Adjusted income $ 102 $ 78 $ 185 $ 128 Total shares and dilutive securities 52.2 52.2 52.3 52.0 Adjusted diluted earnings per share $ 1.95 $ 1.49 $ 3.54 $ 2.46 (1) Costs associated with restructuring actions, primarily consisting of severance and related employee costs. (2) Advisory, strategy, integration, and other costs associated with completed M&A transactions. These costs are attributable to the integration of acquired businesses and are not considered indicative of ongoing operating performance. (3) Non-cash impairment charge related to acquired intangible assets recorded in the second quarter of 2026. (4) Amortization and depreciation resulting from the fair value adjustments recorded in connection with acquisitions. (5) Impact on tax provision was calculated using the enacted rate for the relevant jurisdiction for each period shown. The table below provides a reconciliation of cash provided by operating activities to free cash flow: Six Months Ended June 30, (in millions) 2026 2025 Cash provided by operating activities $ 221 $ 137 Less: capital expenditures 51 39 Plus: proceeds from sale of fixed assets 9 5 Plus: pension contributions — 3 Free cash flow (FCF) $ 179 $ 106 40 Restructuring In the first quarter of 2025, the Company implemented a restructuring plan (the “JBT Marel 2025 Integration Restructuring Plan”) to achieve a portion of its synergy targets as a result of the Marel acquisition to optimize the overall cost structure for the combined Company on a global basis. The initiatives under this plan include streamlining operations and adjusting our general and administrative infrastructure to meet the strategic needs of the Company. The total estimated cost in connection with this plan is in the range of $55 million to $60 million. The Company recognized cumulative restructuring charges of $41 million through June 30, 2026 and expects to recognize the remaining costs by the end of 2026. The following table details the cumulative amount of annualized savings and incremental savings for the JBT Marel 2025 Integration restructuring plan: Cumulative Amount Incremental Amount Cumulative Amount (In millions) As of December 31, 2025 During the quarter ended March 31, 2026 During the quarter ended June 30, 2026 As of June 30, 2026 Cost of sales $ 4 $ 2 $ 2 $ 8 Selling, general and administrative 23 9 3 35 Total restructuring savings $ 27 $ 11 $ 5 $ 43 Cumulative cost savings for the JBT Marel 2025 Integration restructuring plan are expected to be between $65 million and $75 million. For additional financial information about restructuring, refer to Note 15. Restructuring of the Notes to the Condensed Consolidated Financial Statements. Liquidity and Capital Resources Overview of Sources and Uses of Cash Our primary sources of liquidity include our cash flows generated from operations and availability under our revolving credit facility. For the six months ended June 30, 2026, we had total operating cash flows of $221 million. Our liquidity as of June 30, 2026, or cash plus borrowing ability under our existing revolving credit facility, was $1.4 billion. Based on our current capital allocation objectives, we anticipate capital expenditures to be between $105 million and $120 million during 2026. Our level of capital expenditures varies from time to time as a result of actual and anticipated business conditions. During 2026, we also expect to incur integration costs and other synergy-related costs in the range of $45 million to $55 million related to the acquisition of Marel in the first quarter of 2025. Additionally, the cash flows generated by our operations are expected to be sufficient to satisfy our principal cash requirements that include our working capital needs, new product development, restructuring expenses, capital expenditures, income taxes, debt interest and repayments, dividends, share repurchases and other financing arrangements. As of June 30, 2026, we had $93 million of unrestricted cash and cash equivalents, $84 million of which was held by our foreign subsidiaries. Although certain funds are considered permanently invested in our foreign subsidiaries, we are not presently aware of any restriction on the repatriation of these funds. We maintain significant operations outside of the U.S., and many of our uses of cash for working capital and capital expenditures arise in these foreign jurisdictions. If these funds were needed to fund our operations or satisfy obligations in the U.S., they could be repatriated and their repatriation into the U.S. could cause us to incur additional U.S. income tax and foreign withholding taxes. The foreign withholding taxes on these repatriations to the U.S. would potentially be partially offset by U.S. foreign tax credits. 41 As noted above, certain funds held outside of the U.S. are considered permanently invested in our non-U.S. subsidiaries. At times, these foreign subsidiaries have cash balances that exceed their immediate working capital or other cash needs. In these circumstances, the foreign subsidiaries may loan funds to the U.S. parent company on a temporary basis; the U.S. parent company has in the past and may in the future use the proceeds of these temporary intercompany loans to reduce outstanding borrowings under our committed credit facilities. By using available non-U.S. cash to repay our debt on a short-term basis, we can optimize our leverage ratio, which has the effect of lowering our interest costs. Cash Flows Cash flows for the six months ended June 30, 2026 and 2025 were as follows: Six Months Ended June 30, (In millions) 2026 2025 Cash provided by operating activities $ 221 $ 137 Cash required by investing activities (42) (1,780) Cash (required) provided by financing activities (254) 543 Effect of foreign exchange rate changes on cash, cash equivalents and restricted cash — 2 Net (decrease) increase in cash $ (75) $ (1,098) Cash provided by operating activities during the six months ended June 30, 2026 was $221 million, representing a $84 million increase compared to the same period in 2025. The increase was primarily driven by improved operating performance and higher customer advance resulting from increased demand. These favorable impacts were partially offset by increased trade receivables and contract assets resulting from the timing of customer billings and collections. Cash required by investing activities was $42 million during the six months ended June 30, 2026, compared to cash required of $1,780 million during the same period in 2025. The decrease in cash outflows during the period reflects the absence of acquisition-related payments in 2026, as the acquisition of Marel was completed in the first quarter of 2025. Cash required by financing activities was $254 million during the six months ended June 30, 2026, compared to cash provided of $543 million during the same period in 2025. The decrease was primarily due to the absence of financing proceeds obtained in connection with the Marel acquisition in 2025, partially offset by repayments of the 2026 Notes in the second quarter of 2026. Financing Arrangements On January 2, 2025, we executed takeout financing consisting of an amended and restated 5-year, $1.8 billion revolving credit facility and a 7-year, $900 million senior secured Term Loan B. As of June 30, 2026, we had $1.4 billion of availability under the revolving credit facility. Our Second A&R Credit Agreement includes restrictive covenants that, if not met, could lead to a renegotiation of our credit lines, a requirement to repay our borrowings and/or a significant increase in our cost of financing. Restrictive covenants include a minimum interest coverage ratio, a maximum leverage ratio, as well as certain events of default. As of June 30, 2026, we were in compliance with all covenants in the Second A&R Credit Agreement. We expect to remain in compliance with all covenants. Concurrently with the issuances of the 2030 Notes, we entered into convertible note hedge transactions and warrant transactions. In the second quarter of 2026, the Company’s 2026 Notes, which were issued in the second quarter of 2021, matured. The Company satisfied the outstanding principal amount of $403 million through cash repayment at maturity in the second quarter of 2026. The Company has outstanding warrants related to its 2026 Notes, which were repaid in full during the second quarter of 2026. The warrants expire in August 2026 and are not expected to have a material impact on the Company's financial position, results of operations, or cash flows. 42 For additional information about our borrowings, refer to Note 6. Debt of the Notes to the Condensed Consolidated Financial Statements. As of June 30, 2026, a portion of our total gross outstanding debt of $1,705 million effectively remained fixed rate debt, with the 2030 Notes subject to a fixed rate of 0.375%. Our revolving credit facility and Term Loan B are subject to floating, or market rates, in addition to a premium charged for their respective credit spreads. Approximately $1,130 million or 66% of the total debt balance as of June 30, 2026 was variable rate debt and subject to floating rates. On January 3, 2025, we entered into five cross-currency swaps expiring in January 2032 related to the portion of the U.S. dollar denominated Term Loan B debt drawn down by JBT Marel's European entity. These cross currency swap agreements have a combined notional amount of $691 million and synthetically swapped an average SOFR interest rate of 3.69% with an average EURIBOR rate of 1.93% for the six months ended June 30, 2026, to hedge the impact of variability in exchange rates on the U.S. dollar denominated debt and related interest payments, excluding credit spread, by our euro-functional entity. CRITICAL ACCOUNTING ESTIMATES There were no material changes in our judgments and assumptions associated with the development of our critical accounting estimates during the period ended June 30, 2026. Refer to our Annual Report on Form 10-K for the year ended December 31, 2025 for a discussion of our critical accounting estimates.