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Q4 and Full Year 2025 Earnings Presentation February 23, 2026
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NON-GAAP AND FORWARD-LOOKING STATEMENTS 2 Non-GAAP Measures and Reconciliations to GAAP Measures Adjusted EBITDA, Adjusted EBITDA margin, Adjusted income from continuing operations, Adjusted diluted earnings per share from continuing operations (“Adjusted EPS”), and free cash flow are non-GAAP financial measures. JBT Marel provides non-GAAP financial measures in order to increase transparency in our operating results and trends. These non-GAAP measures eliminate certain costs or benefits from, or change the calculation of, a measure as calculated under U.S. GAAP. By eliminating these items, JB T Marel provides a more meaningful comparison of our ongoing operating results, consistent with how management evaluates performance. Management uses these non -GAAP measures in financial and operational evaluation, planning and forecasting. These calculations may differ from similarly-titled measures used by other companies. The non-GAAP financial measures disclosed 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. Reconciliations of non -GAAP financial measures can be found in the supplemental schedules to this presentation. Forward-Looking Statements This presentation contains forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. Forwar d-looking statements are information of a non-historical nature and are subject to risks and uncertainties that are beyond JBT Marel's ability to control. 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 JBT Marel will be achieved. These forward -looking statements include, among others, statements related to our business and our results of operations, our strategic plans, our restructuring plans and expected cost savings from those plans and ou r 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; ter mination 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 conti nuity 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 econ omic 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 ill nesses and diseases to various agricultural products; work stoppages; customer sourcing initiatives; competition and innovation in our industries; disruptions in the political, regulat ory, 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 us e 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 c laims 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; fluc tuations 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 in our most recent Annual Report on Form 10 -K and any subsequent Quarterly Reports on Fo rm 10-Q. JBT Marel cautions shareholders and prospective investors that actual results may differ materially from those indicated by the forward -looking statements. JBT Marel undertakes no obligation to publicly update or revise any forward -looking statements, whether as a result of new information, future developments, subsequent events or changes in circumstances or otherwise.
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JBT Marel Delivered Strong Full Year 2025 Results 3 Note: Figures may have immaterial differences due to rounding. As a reminder, Marel was accounted for as an acquisition, so p rior year results only include JBT legacy results. (1) Non-GAAP measure. Please see appendix for reconciliation. JBT Marel Results Key Takeaways ▪ Achieved solid full year performance even in the face of an evolving tariff environment ▪ Combination is delivering tangible benefits through customer-focused initiatives, successful integration efforts, and strong operational execution ▪ Revenue of $3.8B included ~$77M in year-over-year foreign exchange translation benefit, in-line with expectations ▪ Realized year-over-year synergy savings of ~$43M ▪ Net tariff cost impact, which is inclusive of mitigating efforts but prior to the impact of pricing actions, was ~$43M ▪ Achieved adjusted EPS accretion within the first year of the combination ▪ Generated meaningful free cash flow, allowing JBT Marel to de-lever the balance sheet FY 2025 FY 2024 Results from Continuing Operations ($ millions except EPS and margin) Orders $3,843 $1,788 Backlog $1,372 $721 Revenue $3,798 $1,716 Income (Loss) from Continuing Operations ($50) $85 Income (Loss) from Continuing Operations Margin -1.3% 4.9% Adjusted EBITDA (1) $600 $295 Adjusted EBITDA Margin (1) 15.8% 17.2% GAAP EPS ($0.96) $2.63 Adjusted EPS (1) $6.41 $6.15 Cash Provided by Continuing Operating Activities $342 $233 Free Cash Flow (1) $250 $199
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JBT Marel Segment Results Summary Note: Figures may have immaterial differences due to rounding. Key Highlights ▪ During Q4 2025, JBT Marel realigned its reportable segments to better reflect the continued integration of the Company's operating model ▪ Protein Solutions segment includes businesses serving the initial stages of processing and harvesting of animal proteins ▪ Prepared Food and Beverage Solutions segment predominantly focuses on downstream value-added preparation, preservation, and packaging of foods and beverages into ready-to-eat or drink products ▪ As forecasted for Q4 2025, segment adjusted EBITDA margins were impacted sequentially by the below items ▪ Higher tariff costs in both segments ▪ Prepared Food and Beverage Solutions segment also experienced lower volume and project inefficiencies primarily within a specific business unit Protein Solutions Segment Results Prepared Food and Beverage Solutions Segment Results $378 $422 $441 $476 Q1 2025 Q2 2025 Q3 2025 Q4 2025 16.5% 20.5% 21.3% 21.4% Q1 2025 Q2 2025 Q3 2025 Q4 2025 Segment Revenue Segment Adj. EBITDA Margin $476 $513 $561 $532 Q1 2025 Q2 2025 Q3 2025 Q4 2025 16.4% 18.2% 18.3% 15.9% Q1 2025 Q2 2025 Q3 2025 Q4 2025 Segment Revenue Segment Adj. EBITDA Margin 4
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Healthy Full Year Orders & Recurring Revenue 5Note: Figures may have immaterial differences due to rounding. FY 2025 Equipment Orders by End Market FY 2025 Consolidated Revenue Breakdown 50%50% Recurring Non-Recurring EMEA Latin America Asia Pacific Key Highlights ▪ Full year 2025 orders totaled $3.84 billion, which included ~$79M in foreign exchange translation benefit ▪ Investment from poultry customers was robust throughout the year and the meat end market began to experience initial demand recovery ▪ Generated 50% of revenue from service and aftermarket products, demonstrating the resiliency of the business model U.S. & Canada 40% 40% 10% 9% 44% 16% 7% 6% 6% 6% 5% 4% 3% 3% Poultry Meat Beverages, Juices Seafood Ready Meals Fruit & Veg Pet Food, Plant Based Other Pharma & Nutraceuticals AGV
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Capital Structure as of December 31, 2025 6 Note: Figures may have immaterial differences due to rounding. (1) In January 2025, JBT Marel entered into cross -currency swaps related to the U.S. dollar denominated debt draw down by JBT Ma rel’s European entity. As a result of the cross -currency swap, JBT Marel was able to synthetically swap $0.7 billion of the Term Loan B’s SOFR interest for EURIBOR, taking advantage of tighter credit spreads and a lower base rate. The remaining $0.2 billion of the Term Loan B have rates at SOFR interest + 175 bps. Key Highlights Amount Issued / Drawn ($ millions) Effective Rate Structure Maturity Schedule 2026 Convertible Senior Notes ~$400 Fixed at 0.25% May 2026 $1.8B Revolving Credit Facility ~$38 SOFR + spread based on leverage Jan 2030 2030 Convertible Senior Notes ~$575 Fixed at 0.375% Sep 2030 Term Loan B (1) ~$900 $700M at EURIBOR + 175 bps Jan 2032 Credit Ratings ▪ S&P: BB (for both issuer & secured debt) ▪ Moody’s: Ba3 (issuer) and Ba2 (secured debt) Secured Leverage Holiday ▪ Secured leverage holiday provides flexibility and steps down over time ▪ 4.0x at 12 months post-close, stepping down to 3.5x at 18 months post-close Total Net Leverage Covenant ▪ 5.75x ▪ Strong full year cash flow and adjusted EBITDA performance allowed JBT Marel to de-lever the balance sheet to below 2.9x net debt to trailing twelve months adjusted EBITDA ▪ Reduced leverage ratio by ~1.1x since the closing of the combination in January 2025 ▪ Ample capacity under the $1.8B revolving credit facility, coupled with strong expected cash flow generation, provide JBT Marel with flexibility to address the May 2026 convertible notes maturity ▪ By the end of 2026, expecting to be well within the target leverage range of 2.0 – 2.5x Total Gross Debt Outstanding & Maturity Schedule
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Full Year 2026 Guidance Reflects Continued Growth 7 Note: Figures may have immaterial differences due to rounding. (1) Non-GAAP measures. Please see appendix for reconciliations. $ millions except EPS and margin FY 2026 Consolidated Guidance Revenue $3,990 – $4,065 Income from Continuing Operations Margin 6.1% – 6.6% Adjusted EBITDA Margin (1) 17.0% – 17.5% GAAP EPS $4.70 – $5.15 Adjusted EPS (1) $8.00 – $8.50 ▪ Expecting year-over-year consolidated revenue growth of 5 – 7%, which is inclusive of ~1% foreign exchange translation benefit ▪ Year-over-year realized synergy cost savings are expected to be ~$60M ▪ Expecting a year-over-year increase in tariff costs of ~$45M, which is prior to pricing actions; these costs are predominantly forecast to occur in the first half of 2026; JBT Marel continues to work on mitigation efforts, including regionalization of supply chain and factoring tariff costs into its commercial pricing strategy ▪ Estimating ~$178M in acquisition related amortization and deprecation, ~$20M in M&A related costs, and ~$30M in restructuring costs ▪ Total depreciation and amortization is expected to be ~$268M ▪ Interest expense is estimated to be ~$50M, and other financing income related to the cross-currency swaps on the TLB is expected to be ~$10M ▪ Tax rate is expected to be 23 – 24% 2026 Key Modeling Items
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Non-GAAP Financial Measures 8 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 . ▪ Adjusted EBITDA and Adjusted EBITDA margin: We define Adjusted EBITDA as earnings adjusted for income taxes, interest expense (income), net, other financing income, pension expense other than service cost, restructuring, M&A related costs and depreciation and amortization, including acquisition related depreciation and amortization. We define Adjusted EBITDA margin as Adjusted EBITDA divided by revenue. ▪ Adjusted income from continuing operations and Adjusted diluted earnings per share from continuing operations: We adjust earnings for restructuring expense, M&A related costs, which include integration costs, amortization of inventory step-up from business combinations, impacts of foreign currency derivatives and trades to hedge variability of exchange rates on the cash consideration paid for business combination, advisory and transaction costs for both potential and completed M&A transactions and strategy (“M&A related costs”), acquisition related amortization and depreciation, amortization of debt issuance costs related to bridge financing for potential M&A transactions, non-cash pension plan related settlement costs and the related tax impact. ▪ Free cash flow: We define free cash flow as cash provided by continuing operating activities, less capital expenditures, plus proceeds from sale of fixed assets and pension contributions. For free cash flow purposes, we consider contributions to pension plans to be more comparable to the payment of debt, and therefore exclude these contributions from the calculation of free cash flow.
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JBT Marel Reconciliation of Income from Continuing Operations to Adjusted EBITDA 9
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JBT Marel Reconciliation of Diluted Earnings Per Share (EPS) to Adjusted Diluted EPS 10
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JBT Marel Reconciliation of Cash Provided by Operating Activities to Free Cash Flow 11
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JBT Marel Leverage Ratio Calculations 12
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JBT Marel Recurring vs. Non-Recurring Revenue 13
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JBT Marel Reconciliation of Diluted EPS from Continuing Operations to Adjusted Diluted EPS Guidance 14
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JBT Marel Reconciliation of Income from Continuing Operations to Adjusted EBITDA Guidance 15