John Bean Technologies CORP

In addition to the other information set forth in this report, and as a result of the previously announced signing of the Transaction Agreement defined below, you should carefully consider the updated risk factors included below and those previously discussed in Item 1A. "Risk Factors" in JBT's Annual Report on Form 10-K for the year ended December 31, 2023.

RISKS RELATED TO THE PROPOSED MAREL TRANSACTION

The Proposed Marel Transaction (as defined below) with Marel hf. (“Marel”) is subject to significant risks and uncertainties and may not be consummated on the expected terms, if at all.

We have entered into a Transaction Agreement (the “Transaction Agreement”) with Marel, pursuant to which the Company and Marel have agreed to the terms and conditions of the voluntary public takeover offer to be made by the Company for all of the issued and outstanding shares of Marel (the “Proposed Marel Transaction”). Launch of the offer is subject to, among other things, the approval of an offer document and prospectus by the Icelandic Financial Supervisory Authority of the Central Bank of Iceland. In addition, consummation of the Proposed Marel Transaction is subject to the satisfaction or waiver of various conditions, including valid acceptance of the offer from Marel shareholders representing at least 90% of the issued and outstanding share capital and voting rights of Marel, receipt of required regulatory approvals, receipt of required approval from our shareholders for the issuance of shares of our common stock in the Proposed Marel Transaction and other negotiated closing conditions. As a result, there can be no assurance that the Proposed Marel Transaction will be consummated on the expected terms, on the anticipated schedule, or at all. Any delay in consummation of the Proposed Marel Transaction could result in increased transaction costs and professional fees. If we fail to consummate the Proposed Marel Transaction, we may, under certain circumstances, be required to pay Marel a termination fee or reimburse Marel for certain costs and expenses incurred by Marel in connection with the Marel Transaction, in each case pursuant to the terms of the Transaction Agreement.

If consummated, the success of the Proposed Marel Transaction will depend, in significant part, on the successful integration of the two companies and our ability to grow the revenue of the combined company and realize the anticipated strategic benefits and synergies from the combination. Difficulties in integrating our and Marel’s business practices and operations may result in the combined company performing differently than expected, operational challenges or the delay or failure to realize anticipated benefits and synergies, and could have an adverse effect on our business, financial condition, results of operations, and cash flows.

The issuance of shares of our common stock in connection with the Proposed Marel Transaction will dilute the ownership interests of our existing shareholders. In addition, the combined company’s indebtedness is expected to be substantially greater than our current indebtedness.

We will provide Marel shareholders with a mix of cash and shares of our common stock as consideration for the Proposed Marel Transaction. Any issuance of shares of our common stock to Marel shareholders will dilute the ownership and voting interests of our existing shareholders. In addition, we will incur significant indebtedness, through various financing arrangements, to fund the cash portion of the consideration for the Proposed Marel Transaction. The combined company’s indebtedness will be substantially greater than our current indebtedness and greater than our and Marel’s combined indebtedness prior to the Proposed Marel Transaction. Our substantially increased indebtedness may have the effect of, among other things, reducing our flexibility to respond to changing business and economic conditions, lowering our credit ratings, increasing our borrowing costs and/or requiring us to reduce or delay investments, strategic acquisitions and capital expenditures, or to seek additional capital to refinance our indebtedness.

The following table includes information about the Company’s stock repurchases during the three months ended March 31, 2024 based on the settlement dates of each share repurchase:

(1)Shares that may be repurchased under a share repurchase program for up to $30 million of common stock that was authorized by the Board of Directors on December 1, 2021 and is set to expire on December 31, 2024. Shares may be purchased from time to time in open market transactions, subject to market conditions. Repurchased shares become treasury shares, which are accounted for using the cost method and are intended to be used for future awards under the Incentive Compensation Plan.

None.

Not applicable.