JBT MAREL (JBTM) risk factors, FY2025 10-K

JBT MAREL's FY2025 10-K, filed Mar 02, 2026, lists 43 risk factors in 7 groups. Against the prior year's 53: 4 new, 14 dropped, 14 substantially reworded.

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Risk factors listed
437 groups
New this year
4vs 53 last year
Dropped
14since the prior 10-K
Substantially reworded
14of those kept
Section length
12k wordsItem 1A

What the changes say

  • JBT Marel Corp highlights new risks from tariffs and trade uncertainties impacting its global supply chain.
  • The company added disclosure on potential litigation, investigations, and evolving sustainability reporting expectations.
  • Foreign exchange hedging details and corporate governance documents were updated.

What changed since the prior 10-K

New

  • NewLEGAL AND REGULATORY RISKS

    Our business has been, and may continue to be, adversely affected by tariffs, trade sanctions or similar government actions, as well as overall uncertainty surrounding international trade relations

    Tariffs, trade sanctions, and international trade uncertainties may increase raw material and product costs and reduce our ability to sell globally.

  • NewLEGAL AND REGULATORY RISKS

    fluid and we cannot predict further developments, and any existing or future tariffs could have a material adverse effect on our results of operations, financial position and cash flows

    Further U.S. tariffs and retaliatory trade measures could strain our supply chain, impair international production profitability, and increase product prices.

  • NewLEGAL AND REGULATORY RISKS

    From time to time we may be a party to litigation and investigations, which may require significant management time and attention and result in significant legal expenses

    Litigation, investigations, and legal compliance matters across various regulatory areas may consume significant management time and legal expenses.

  • NewLEGAL AND REGULATORY RISKS

    Investor and public perception related to our sustainability performance as well as current and future sustainability reporting requirements may affect our business and our operating results

    Failure to meet evolving stakeholder expectations regarding environmental, social, governance, and sustainability practices could cause reputational damage and litigation risk.

Dropped

  • DroppedRISKS RELATED TO THE MAREL TRANSACTION

    JBT and Marel incurred significant transaction fees and costs in connection with the Marel Transaction

  • DroppedRISKS RELATED TO THE MAREL TRANSACTION

    We may not be able to timely and effectively implement controls and procedures over Marel’s operations as required under the U.S. securities laws

  • DroppedRISKS RELATED TO THE MAREL TRANSACTION

    Marel may be subject to U.S. economic sanctions laws that have not previously applied to Marel, which may adversely affect our business and results of operations

    Transaction fees and costs incurred in connection with the Marel Transaction.

  • DroppedLEGAL AND REGULATORY RISKS

    Changes to trade regulation, quotas, duties or tariffs, caused by the changing U.S. and geopolitical environments or otherwise, may increase our costs or limit the amount of raw materials and products that we can import, or may otherwise adversely impact our business

    Implementing controls and procedures over Marel operations required under U.S. securities laws.

  • DroppedLEGAL AND REGULATORY RISKS

    Environmental protection initiatives may negatively impact the profitability of our business

    U.S. economic sanctions laws applying to Icelandic company Marel.

  • DroppedLEGAL AND REGULATORY RISKS

    The nature of our business may expose us to warranty and other product liability claims, construction defects, project delay, property damage, personal injury and other damages

  • DroppedTECHNOLOGY RISKS

    Our product offerings include equipment and systems supported by our proprietary Axin software platform and/or other integrated software solutions. Any malfunctioning or other failure of such software could result in disruption of customers’ operations, which could have adverse effects on our business

  • DroppedTECHNOLOGY RISKS

    We may need to make significant capital and operating expenditures to keep pace with technological developments in our industry

  • DroppedRISKS RELATED TO OWNERSHIP OF OUR SECURITIES

    Any dividend paid is subject to various factors, including our financial condition and results of operations

  • DroppedGENERAL RISKS

    Terrorist attacks and threats, escalation of military activity in response to such attacks, acts of war, or outbreak of pandemic diseases may negatively affect our business, financial condition, results of operations, and cash flows

  • DroppedGENERAL RISKS

    Our existing financing agreements include restrictive and financial covenants

  • DroppedGENERAL RISKS

    Fluctuations in interest rates could adversely affect our results of operations and financial position

  • DroppedGENERAL RISKS

    As a publicly traded company, we incur regulatory costs that reduce profitability

  • DroppedGENERAL RISKS

    Our actual operating results may differ significantly from our guidance

Reworded

  • 85% rewrittenGENERAL RISKS

    Fluctuations in currency exchange rates could negatively affect our business, financial condition, and results of operations

    Added specific mention of hedging transactions entered into for net investments in Euro functional entities and foreign currency sales and purchases.

  • 83% rewrittenBUSINESS AND OPERATIONAL RISKS

    We continue to conduct business in Russia through a wholly-owned subsidiary in Russia and provide services and spare parts to Russian customers under existing service level agreements and finalized outstanding Russian projects, as permitted under applicable U.S. and EU sanctions

    Added challenges with international transfers of funds held in Russia as a specific risk alongside subsidiary operations.

  • 81% rewrittenRISKS RELATED TO OWNERSHIP OF OUR SECURITIES

    Our maintenance of two stock exchange listings may adversely affect liquidity in the market for our common stock and could result in pricing differentials of our common stock between the two stock exchanges

    Maintained the description of dual listings on NYSE and Nasdaq Iceland without substantive changes to the core risk.

  • 80% rewrittenBUSINESS STRATEGY RISKS

    We may not realize some or all of the expected benefits and synergies from the Marel Transaction or do so within the intended timeframe and the integration costs may exceed estimates

    Retained the risk regarding realization of benefits and synergies from the Marel Transaction closed on January 2, 2025.

  • 78% rewrittenGENERAL RISKS

    Our corporate governance documents and Delaware law may delay or discourage takeovers and business combinations that our stockholders might consider in their best interests

    Removed the bullet about the staggered board structure being eliminated after the 2025 Annual Meeting and added a sentence on public stockholder impact.

  • 67% rewrittenLEGAL AND REGULATORY RISKS

    Climate change and climate change legislation or regulations may adversely affect our business, financial condition, results of operations, and cash flows

    Updated to reflect that regulatory bodies are now actively implementing measures related to climate change transparency and GHG emissions.

  • 51% rewrittenTECHNOLOGY RISKS

    To remain competitive, we need to rapidly and successfully develop and introduce complex new solutions in a global, competitive, demanding, and changing environment

    Shifted focus from specific OmniBlu software mentions to broader technology developments, equipment expenditures, and training.

  • 41% rewrittenLEGAL AND REGULATORY RISKS

    Unfavorable tax law changes and tax authority rulings may adversely affect results

    Generalized tax changes from U.S.-specific enactments to actions by taxing authorities where the company has significant operations.

  • 40% rewrittenRISKS RELATED TO OWNERSHIP OF OUR SECURITIES

    The convertible note hedge and warrant transactions may negatively affect the value of our common stock

    Was: The convertible note hedge and warrant transactions may negatively affect the value of the Notes and our common stock

  • 33% rewrittenINDUSTRY RISKS

    Changes in food consumption patterns, regulatory developments or economic conditions may reduce demand for our products and adversely affect our business, financial condition, results of operations, and cash flows

    Was: Changes in food consumption patterns due to dietary trends or economic conditions may adversely affect our business, financial condition, results of operations, and cash flows

  • 31% rewrittenINDUSTRY RISKS

    An increase in energy or raw material prices may reduce the profitability of our customers, which ultimately could negatively affect our business, financial condition, results of operations, and cash flows

  • 29% rewrittenBUSINESS AND OPERATIONAL RISKS

    We may lose money or not achieve our expected profitability on fixed-price contracts

  • 29% rewrittenBUSINESS STRATEGY RISKS

    We have invested substantial resources in certain markets and strategic initiatives where we expect growth, and our business may suffer if we are unable to achieve the growth we expect

  • 23% rewrittenINDUSTRY RISKS

    Deterioration of economic conditions could adversely impact our business

All 43 risk factors

Headings as the filing states them, in filing order.

BUSINESS AND OPERATIONAL RISKS

  1. 01Our financial results are subject to fluctuations caused by many factors that could result in our failing to achieve anticipated financial results and cause a drop in our stock price
  2. 02The cumulative loss of several significant contracts may negatively affect our business, financial condition, results of operations, and cash flows
  3. 03We may lose money or not achieve our expected profitability on fixed-price contracts29% rewritten
  4. 04Infrastructure failures or catastrophic loss at any of our facilities, including damage or disruption to our information systems and information database, could lead to production and service curtailments or shutdowns and negatively affect our business, financial condition, results of operations, and cash flows
  5. 05The loss of key personnel or any inability to attract and retain additional personnel could affect our ability to successfully grow our business
  6. 06Our results of operations can be adversely affected by labor shortages, turnover and labor cost increases
  7. 07We rely on our ability to successfully grow our installed base through long-term customer relationships
  8. 08We earn a significant amount of aftermarket revenues. If we are unable to maintain the size and reliability of this part of our business, our business, results of operations and financial condition may be materially adversely affected
  9. 09Our manufacturing, distribution and service and maintenance activities are subject to health and safety risks
  10. 10We continue to conduct business in Russia through a wholly-owned subsidiary in Russia and provide services and spare parts to Russian customers under existing service level agreements and finalized outstanding Russian projects, as permitted under applicable U.S. and EU sanctions83% rewritten

INDUSTRY RISKS

  1. 11Deterioration of economic conditions could adversely impact our business23% rewritten
  2. 12Variability in the length of our sales cycles makes accurate estimation of our revenue in any single period difficult and can result in significant fluctuation in quarterly operating results
  3. 13Our inability to secure raw material supply, component parts, sub-assemblies, finished good assemblies, installation labor, and/or logistics capacity in a timely and cost-effective manner from suppliers would adversely affect our ability to manufacture, install and/or distribute products to customers
  4. 14An increase in energy or raw material prices may reduce the profitability of our customers, which ultimately could negatively affect our business, financial condition, results of operations, and cash flows31% rewritten
  5. 15Changes in food consumption patterns, regulatory developments or economic conditions may reduce demand for our products and adversely affect our business, financial condition, results of operations, and cash flows33% rewritten
  6. 16Customer sourcing initiatives may adversely affect our new equipment and aftermarket businesses
  7. 17Outside the United States, we enter into employment contracts and agreements in certain countries in which national employee work councils are mandatory or customary, such as in Belgium, Denmark, Germany, Iceland, Italy, the Netherlands, Spain, and Sweden
  8. 18If we cannot compete effectively, our business could be adversely affected

LEGAL AND REGULATORY RISKS

  1. 19Disruptions in the political, regulatory, economic and social conditions of the countries in which we conduct business could negatively affect our business, financial condition, and results of operations
  2. 20Our business has been, and may continue to be, adversely affected by tariffs, trade sanctions or similar government actions, as well as overall uncertainty surrounding international trade relationsNew
  3. 21fluid and we cannot predict further developments, and any existing or future tariffs could have a material adverse effect on our results of operations, financial position and cash flowsNew
  4. 22From time to time we may be a party to litigation and investigations, which may require significant management time and attention and result in significant legal expensesNew
  5. 23The industries in which we operate expose us to potential liabilities arising out of the installation or use of our systems that could negatively affect our business, financial condition, results of operations, and cash flows
  6. 24Climate change and climate change legislation or regulations may adversely affect our business, financial condition, results of operations, and cash flows67% rewritten
  7. 25Investor and public perception related to our sustainability performance as well as current and future sustainability reporting requirements may affect our business and our operating resultsNew
  8. 26We could be adversely affected by violations of the U.S. Foreign Corrupt Practices Act and similar worldwide anti-bribery laws
  9. 27Unfavorable tax law changes and tax authority rulings may adversely affect results41% rewritten

BUSINESS STRATEGY RISKS

  1. 28We face risks associated with acquisitions
  2. 29We may not realize some or all of the expected benefits and synergies from the Marel Transaction or do so within the intended timeframe and the integration costs may exceed estimates80% rewritten
  3. 30We have invested substantial resources in certain markets and strategic initiatives where we expect growth, and our business may suffer if we are unable to achieve the growth we expect29% rewritten

TECHNOLOGY RISKS

  1. 31To remain competitive, we need to rapidly and successfully develop and introduce complex new solutions in a global, competitive, demanding, and changing environment51% rewritten
  2. 32Our future growth is dependent on our ability to keep pace with the adoption of generative artificial intelligence and other machine learning technologies to remain competitive
  3. 33High-capacity products or products with new technology may be more likely to experience reliability, quality, or operability problems
  4. 34If we are unable to develop, preserve, and protect our intellectual property assets, our business, financial condition, results of operations, and cash flows may be negatively affected
  5. 35Claims by others that we infringe their intellectual property rights could harm our business, financial condition, results of operations, and cash flows
  6. 36We are subject to cybersecurity risks arising out of breaches of security relating to sensitive company, customer, and employee information and to the technology that manages our operations and other business processes

RISKS RELATED TO OWNERSHIP OF OUR SECURITIES

  1. 37The convertible note hedge and warrant transactions may negatively affect the value of our common stock40% rewritten
  2. 38The option counterparties are financial institutions, and we are subject to the risk that any or all of them might default under the Hedge Transactions. Our exposure to the credit risk of the option counterparties is not secured by any collateral
  3. 39Conversion of the Notes or exercise of the warrants evidenced by the warrant transactions may dilute the ownership interest of existing stockholders
  4. 40Our maintenance of two stock exchange listings may adversely affect liquidity in the market for our common stock and could result in pricing differentials of our common stock between the two stock exchanges81% rewritten

GENERAL RISKS

  1. 41Fluctuations in currency exchange rates could negatively affect our business, financial condition, and results of operations85% rewritten
  2. 42As a result of our acquisition activity, our goodwill and intangible assets have increased significantly in recent years, and we may in the future incur impairments to goodwill or intangible assets
  3. 43Our corporate governance documents and Delaware law may delay or discourage takeovers and business combinations that our stockholders might consider in their best interests78% rewritten

Other JBT MAREL 10-Ks

  • FY2024 10-K risk factors
    53 risks

    The risk section is dominated by the integration and dual listing of the newly acquired Marel business.

    Filed Feb 28, 2025

About this page

The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.