John Bean Technologies CORP

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

(Mark One)

For the fiscal year ended December 31, 2023

OR

Commission file number:1-34036

John Bean Technologies Corporation

(Exact name of registrant as specified in its charter)

70 West Madison Street

Chicago, IL 60602

(Address of principal executive offices)

(312)861-5900

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer as defined in Rule 405 of the Securities Act. Yes ☒ No☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. Yes☒ No☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.☐

Indicate by check mark whether any of those corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐ No☒

The aggregate market value of common stock held by non-affiliates of the registrant on the last business day of the registrant’s most recently completed second fiscal quarter was: $3,801,346,464.

At February 16, 2024, there were 31,791,262 shares of the registrant’s common stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant’s Proxy Statement for the 2024 Annual Meeting of Stockholders are incorporated herein by reference in Part III of this Annual Report on Form 10-K to the extent stated herein.

TABLE OF CONTENTS

SPECIAL NOTE ABOUT FORWARD-LOOKING STATEMENTS

This 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 Annual Report on Form 10-K 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 related to our business and our results of operations, a potential transaction with Marel, 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:

•the completion of confirmatory due diligence by us prior to launching the offer for Marel shares (the offer);

•the occurrence of any event, change or other circumstances that could give rise to the termination or abandonment of the offer;

•the expected timing and likelihood of completion of the proposed transaction with Marel, including the timing, receipt and terms and conditions of any required governmental and regulatory approvals of the offer that could reduce anticipated benefits or cause the parties to abandon the transaction;

•the ability to successfully integrate the businesses of JBT and Marel;

•the possibility that our stockholders may not approve the issuance of new shares of common stock in the offer;

•the risk that Marel and/or JBT may not be able to satisfy the conditions to the proposed offer in a timely manner or at all;

•the risk that the proposed offer and its announcement could have an adverse effect on the ability of JBT and Marel to retain customers and retain and hire key personnel and maintain relationships with their suppliers and customers and on their operating results and businesses generally;

•the risk that problems may arise in successfully integrating the businesses of Marel and JBT, which may result in the combined company not operating as effectively and efficiently as expected;

•the risk that the combined company may be unable to achieve cost-cutting synergies or it may take longer than expected to achieve those synergies;

•fluctuations in our financial results;

•unanticipated delays or acceleration in our sales cycles;

•deterioration of economic conditions, including impacts from supply chain delays and reduced material or component availability;

•inflationary pressures, including increases in energy, raw material, freight, and labor costs;

•disruptions in the political, regulatory, economic and social conditions of the countries in which we conduct business;

•changes to trade regulation, quotas, duties or tariffs;

•fluctuations in currency exchange rates;

•changes in food consumption patterns;

•impacts of pandemic illnesses, food borne illnesses and diseases to various agricultural products;

•weather conditions and natural disasters;

•impact of climate change and environmental protection initiatives;

•acts of terrorism or war, including the ongoing conflicts in Ukraine and the Middle East;

•termination or loss of major customer contracts and risks associated with fixed-price contracts, particularly during periods of high inflation;

•customer sourcing initiatives;

•competition and innovation in our industries;

•difficulty in implementing our pure play food and beverage strategy, including our ability to execute on strategic investments, merger or acquisition opportunities;

•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;

•catastrophic loss at any of our facilities and business continuity of our information systems;

•cyber-security risks such as network intrusion or ransomware schemes;

•loss of key management and other personnel;

•potential liability arising out of the installation or use of our systems;

•our ability to comply with U.S. and international laws governing our operations and industries;

•increases in tax liabilities;

•work stoppages;

•fluctuations in interest rates and returns on pension assets;

•a systemic failure of the banking system in the United States or globally impacting our customers' financial condition and their demand for our goods and services;

•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 this Annual Report on Form 10-K.

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 Annual Report on Form 10-K 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.