JBT Marel Corp

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

(Mark One)

For the fiscal year ended December 31, 2024

OR

Commission file number:1-34036

JBT Marel Corporation

(Exact name of registrant as specified in its charter)

70 West Madison Street, Suite 4400

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: $2,988,864,690.

At February 20, 2025, there were 51,880,294 shares of the registrant’s common stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant’s Proxy Statement for the 2025 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

EXPLANATORY NOTE

In conjunction with the combination of John Bean Technologies Corporation and Marel hf., the corporation changed its name and stock ticker symbol to “JBT Marel Corporation” and “JBTM”, respectively, effective January 2, 2025. Unless otherwise specified or indicated by context, references herein to “JBT Marel”, “JBT Corporation”, “JBT”, “we”, “us”, “our” and the “Company” refer to John Bean Technologies Corporation and its subsidiaries for periods ending on or before the name change and to JBT Marel Corporation and its subsidiaries for any references after the name change.

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, the benefits or results of the Marel Transaction (as defined below), 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 inability to successfully integrate the legacy businesses of JBT and Marel, operationally, technologically, culturally or otherwise, in a manner that permits the combined company to achieve the benefits and synergies anticipated from the Marel Transaction on the anticipated timeline or at all;

•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;

•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;

•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.

The following is a summary of the principal material risks that could adversely affect our business, operations and financial results:

Risks Related to the Marel Transaction

•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.

•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.

•We may not be able to retain customers or suppliers, and customers or suppliers may seek to modify contractual obligations with our combined company, either of which could have an adverse effect on our combined company’s business and operations. Third parties may terminate or alter existing contracts or relationships with JBT or Marel as a result of 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.

Other Business and Operational Risks

•Our 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.

•The cumulative loss of several significant contracts may negatively affect our business, financial condition, results of operations, and cash flows.

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

•Infrastructure 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.

•We are subject to cyber-security 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.

•Our results of operations can be adversely affected by labor shortages, turnover and labor cost increases.

•We rely on our ability to successfully grow our installed base through long-term customer relationships.

Industry Risks

•Deterioration of economic conditions could adversely impact our business.

•Variability 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.

•Our 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.

•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.

•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.

•Freezes, hurricanes, droughts, other natural disasters, adverse weather conditions, outbreak of animal borne diseases (H5N1, BSE, or other virus strains affecting poultry or livestock), citrus tree diseases, or food borne illnesses or other food safety, or quality concerns may negatively affect our business, financial condition, results of operations, and cash flows.

•Customer sourcing initiatives may adversely affect our new equipment and aftermarket businesses.

Legal and Regulatory Risks

•Disruptions 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.

•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.

•Environmental protection initiatives may negatively impact the profitability of our business.

•Our operations and industries are subject to a variety of U.S. and international laws, which can change. We therefore face uncertainties with regard to lawsuits, regulations, and other related matters.

•We could be adversely affected by violations of the U.S. Foreign Corrupt Practices Act and similar worldwide anti-bribery laws.

Business Strategy Risks

•We face risks associated with current and future acquisitions.

•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.

•The 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.

Technology Risks

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

•Our product offering includes 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.

•Our 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.

•High-capacity products or products with new technology may be more likely to experience reliability, quality, or operability problems.

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

•If 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.

•Claims by others that we infringe their intellectual property rights could harm our business, financial condition, results of operations, and cash flows.

Risks Related to Ownership of Our Securities

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

•We are subject to counterparty risk with respect to the convertible note hedge transactions.

•Conversion of the Notes or exercise of the warrants evidenced by the warrant transactions may dilute the ownership interest of existing stockholders.

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

General Risks

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

•Our existing financing agreements include restrictive and financial covenants.

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

•As 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.

•Our actual operating results may differ significantly from our guidance.

•Our indebtedness increased substantially following the consummation of the Marel Transaction. This increased level of indebtedness could adversely affect our operational flexibility, increase borrowing costs and limit the cash flow available for our operations and we may not be able to generate sufficient cash to service all of our indebtedness. We may be forced to take certain actions to satisfy our obligations under our indebtedness or we may experience a financial failure.