The Middleby Corporation Reports Fourth Quarter and Fiscal Year Results

ELGIN, Ill.--( BUSINESS WIRE)--The Middleby Corporation (NASDAQ: MIDD), a leading worldwide manufacturer of equipment for the commercial foodservice and food processing industries, today reported net earnings for the fourth quarter and fiscal year of 2025.

Tim FitzGerald, CEO of The Middleby Corporation said, “2025 was a transformational year for Middleby as we executed decisive portfolio actions to unlock significant shareholder value. We recently completed the sale of a 51% stake in our Residential Kitchen business at an $885 million enterprise valuation, first announced in December, delivering approximately $565 million in cash proceeds while retaining meaningful upside through our 49% ownership. In anticipation of the proceeds from this transaction, combined with one of the most aggressive capital return programs in our industry, we deployed $710 million in share repurchases in 2025, reducing our share count by approximately 9%. We remain on track to complete the separation of our Food Processing business in the second quarter of 2026, creating two independent, pure-play industry leaders with enhanced focus and optimized capital structures.”

FitzGerald concluded, “Our fourth quarter results exceeded our expectations across all metrics of our provided guidance on a like-for-like basis accounting for the Residential Kitchen Transaction. Our Commercial Foodservice segment delivered $602 million in revenue with double-digit growth in our dealer channel, driven by improved demand with independents, institutional customers, and fast casual chains. While large QSR customers faced challenges throughout 2025, we are encouraged by early traction with our new ice and beverage innovations. Our Food Processing segment generated $265 million in revenue and finished the year with record backlog, driven by continued success with our Total Line Solutions and strategic international expansion. We're excited for the year ahead and believe both segments are well positioned in 2026 and beyond.”

2025 Fourth Quarter and Fiscal Year Financial Results

All results presented are on a continuing operations basis and non-GAAP reconciliations are presented as an addendum to our earnings release slides with restated 2025 and 2024 Adjusted EBITDA and Adjusted EPS.

Commercial

Foodservice

Food

Processing

Total

Company

($ in millions)

QTD

YTD

QTD

YTD

QTD

YTD

Net Sales

601.7

2,351.0

264.7

850.2

866.4

3,201.2

Reported Net Sales Growth

0.7

(1.2

14.4

10.4

4.5

1.6

Acquisitions

—

0.3

9.7

13.1

2.7

3.4

Foreign Exchange Rates

0.8

0.2

3.4

1.8

1.5

0.6

Organic Net Sales Growth (1) (2)

(0.1

(1.7

1.3

(4.5

0.3

(2.4

(1) Organic net sales growth defined as total sales growth excluding impact of acquisitions and foreign exchange rates

(2) Totals may be impacted by rounding

Commercial

Foodservice

Food

Processing

Total

Company (1)

($ in millions)

QTD

YTD

QTD

YTD

QTD

YTD

Adjusted EBITDA

157.0

626.7

58.0

171.5

197.1

719.5

Adjusted EBITDA %

26.1

26.7

21.9

20.2

22.7

22.5

Acquisitions

—

0.1

(1.4

(1.0

(0.5

(0.2

Foreign Exchange Rates

—

0.1

0.2

0.1

—

0.1

Organic Adjusted EBITDA % (2) (3)

26.1

26.6

23.1

21.1

23.1

22.7

(1) Includes corporate and other general company expenses, which impact Segment Adjusted EBITDA, and amounted to $17.9 million and $78.7 million for the three and twelve months ended January 3, 2026, respectively.

(2) Organic Adjusted EBITDA defined as Adjusted EBITDA excluding impact of acquisitions and foreign exchange rates.

(3) Totals may be impacted by rounding

2026 Outlook

Management also provided the following expectations for the first quarter and full year 2026:

1st Qtr, 2026

Full Year 2026

Commercial

Foodservice

Food

Processing

Total

Company

Commercial

Foodservice

Food

Processing

Total

Company

Net sales

$560-$578 M

$200-210 M

$760-788 M

$2.37-2.43 B

$895-925 M

$3.27-3.36 B

Growth

22%

Organic Growth

10-15%

1-3%

4-6%

Adjusted EBITDA

$142-152 M

$37-41 M

$161-173 M

$632-658 M

$186-208 M

$745-780 M

Adjusted Earnings Per Share (1)

$1.90-2.02

$9.20-9.36

(1) FY 2026 Adjusted EPS expectation is the sum of the four quarters of Adjusted EPS, please reference earnings slides for further detail on guidance

Conference Call

The company has scheduled a conference call to discuss the fourth quarter results at 10 a.m. Eastern/9 a.m. Central Time on February 26th. The conference call is accessible through the Investor Relations section of the company website at www.middleby.com. If website access is not available, attendees can join the conference by dialing (844) 676-5090, or (412) 634-6754 for international access. The conference call will be available for replay from the company’s website.

Cautionary Statement Regarding Forward-Looking Statements

Statements in this press release or otherwise attributable to the company regarding the company's business which are not historical facts are forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, including statements regarding our expectations with respect to our future performance and the outcome of our strategic review. The company cautions investors that such statements are estimates of future performance and are highly dependent upon a variety of important factors that could cause actual results to differ materially from such statements. Such factors include variability in financing costs; quarterly variations in operating results; dependence on key customers; international exposure; foreign exchange and political risks affecting international sales; changing market conditions; the impact of competitive products and pricing; the timely development and market acceptance of the company's products; the availability and cost of raw materials; and other risks detailed herein and from time-to-time in the company's SEC filings. Any forward-looking statement speaks only as of the date hereof, and the company does not undertake any obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise, except as required by law.

The Middleby Corporation is a global leader in the foodservice industry. The company develops and manufactures a broad line of solutions used in commercial foodservice, food processing, and residential kitchens. Supporting the company’s pursuit of the most sophisticated innovation, state-of-the-art Middleby Innovation Kitchens and Residential Showrooms showcase and demonstrate the most advanced Middleby solutions. In 2022 Middleby was named a World’s Best Employer by Forbes and is a proud philanthropic partner to organizations addressing food insecurity.

THE MIDDLEBY CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS

(Amounts in 000’s, Except Per Share Information)

(Unaudited)

Three Months Ended

Twelve Months Ended

4th Qtr,

2025

4th Qtr,

2024

4th Qtr,

2025

4th Qtr,

2024

Net sales

866,425

828,838

3,201,202

3,150,239

Cost of sales

530,205

497,497

1,949,287

1,898,420

Gross profit

336,220

331,341

1,251,915

1,251,819

Selling, general and administrative expenses

174,818

139,149

663,156

590,115

Restructuring expenses

969

1,189

3,270

8,245

Gain on sale of plant

—

(1,139

)

—

(1,139

)

Impairments

10,598

10,475

10,598

10,475

Income from operations

149,835

181,667

574,891

644,123

Interest expense and deferred financing amortization, net

29,443

20,356

93,828

93,356

Net periodic pension benefit

(1,580

)

(3,646

)

(6,294

)

(14,872

)

Other expense, net

1,301

743

5,082

(458

)

Earnings from continuing operations before income taxes

120,671

164,214

482,275

566,097

Provision for income taxes

34,585

46,376

115,008

145,119

Net earnings from continuing operations

86,086

117,838

367,267

420,978

Earnings/(loss) from discontinued operations, net of tax

(49,147

)

(5,534

)

(644,998

)

7,455

Net earnings/(loss)

36,939

112,304

(277,731

)

428,433

Net earnings/(loss) per share:

Basic from continuing operations

1.73

2.19

7.11

7.83

Basic from discontinued operations

(0.99

)

(0.10

)

(12.49

)

0.14

Basic earnings per share

0.74

2.09

(5.38

)

7.97

Diluted from continuing operations

1.72

2.17

7.04

7.77

Diluted from discontinued operations

(0.98

)

(0.10

)

(12.36

)

0.14

Diluted earnings per share

0.74

2.07

(5.32

)

7.90

Weighted average number of shares

Basic

49,888

53,764

51,655

53,738

Diluted

50,032

54,334

52,179

54,209

THE MIDDLEBY CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(Amounts in 000’s)

(Unaudited)

Jan 3, 2026

Dec 28, 2024

ASSETS

Cash and cash equivalents

222,239

638,766

Accounts receivable, net

573,039

531,758

Inventories, net

692,589

655,944

Prepaid expenses and other

111,176

114,734

Prepaid taxes

41,159

24,014

Current assets held for sale - discontinued operations

1,102,441

364,827

Total current assets

2,742,643

2,330,043

Property, plant and equipment, net

431,622

384,683

Goodwill

1,799,649

1,744,246

Other intangibles, net

1,061,192

1,099,816

Long-term deferred tax assets

8,209

6,281

Pension benefits assets

106,444

90,391

Other assets

165,407

146,871

Non-current assets held for sale - discontinued operations

—

1,480,820

Total assets

6,315,166

7,283,151

LIABILITIES AND STOCKHOLDERS' EQUITY

Current maturities of long-term debt

44,420

43,949

Accounts payable

206,666

166,184

Accrued expenses

574,810

493,678

Current liabilities held for sale - discontinued operations

242,335

125,511

Total current liabilities

1,068,231

829,322

Long-term debt

2,128,582

2,351,118

Long-term deferred tax liability

156,723

151,214

Accrued pension benefits

7,629

9,573

Other non-current liabilities

177,772

170,663

Non-current liabilities held for sale - discontinued operations

—

132,830

Stockholders' equity

2,776,229

3,638,431

Total liabilities and stockholders' equity

6,315,166

7,283,151

THE MIDDLEBY CORPORATION

NON-GAAP SEGMENT INFORMATION (UNAUDITED)

(Amounts in 000’s, Except Percentages)

Commercial

Foodservice (3)

Food

Processing (3)

Total Company (1)

Three Months Ended January 3, 2026

Net sales

601,724

264,701

866,425

Segment Income from Continuing Operations

130,996

47,789

149,835

Income from continuing operations % of net sales

21.8

18.1

17.3

Depreciation

7,721

3,471

11,748

Amortization

10,654

3,142

13,796

Restructuring expenses

519

450

969

Acquisition related adjustments

(2,151

)

1,841

(37

)

Strategic Transaction Costs

—

4,759

Stock compensation

—

5,436

Impairments

9,298

1,300

10,598

Segment adjusted EBITDA from continuing operations (2)

157,037

57,993

197,104

Adjusted EBITDA from continuing operations % of net sales

26.1

21.9

22.7

Adjusted EBITDA from discontinued operations

22,139

Adjusted EBITDA attributable to Middleby

219,243

Three Months Ended December 28, 2024

Net sales

597,443

231,395

828,838

Segment Income from Continuing Operations

142,083

61,306

181,667

Income from continuing operations % of net sales

23.8

26.5

21.9

Depreciation

7,375

2,778

10,614

Amortization

11,331

2,640

13,971

Restructuring expenses

931

259

1,190

Acquisition related adjustments

727

2,578

3,644

Stock compensation

—

5,742

Gain on sale of plant

—

(1,139

)

(1,139

)

Impairments

5,197

—

10,475

Segment adjusted EBITDA from continuing operations

167,644

68,422

226,164

Adjusted EBITDA from continuing operations % of net sales

28.1

29.6

27.3

Adjusted EBITDA from discontinued operations

24,986

Adjusted EBITDA attributable to Middleby

251,150

(1) Includes corporate and other general company expenses, which impact Segment Adjusted EBITDA, and amounted to $17.9 million and $9.9 million for the three months ended January 3, 2026 and December 28, 2024, respectively.

(2) Foreign exchange rates favorably impacted Segment Adjusted EBITDA by approximately $3.3 million for the three months ended January 3, 2026.

(3) Certain prior year amounts have been reclassified to be consistent with current year presentation, including beginning to report the results of a division within its Food Processing segment as a result of a change in internal management and potential synergies in operations to be consistent with the reporting of financial information used to assess performance and allocate resources. These operations were previously reported in the Commercial Foodservice segment and are now managed and reported in the Food Processing segment. All prior period segment disclosures have been recast to reflect this change.

THE MIDDLEBY CORPORATION

NON-GAAP SEGMENT INFORMATION (UNAUDITED)

(Amounts in 000’s, Except Percentages)

Commercial

Foodservice

Food

Processing

Total

Company (1)

Twelve Months Ended January 3, 2026

Net sales

2,351,047

850,155

3,201,202

Segment Income from Continuing Operations

544,389

144,494

574,891

Income from continuing operations % of net sales

23.2

17.0

18.0

Depreciation

28,357

12,755

43,742

Amortization

43,557

11,698

55,255

Restructuring expenses

2,751

519

3,270

Acquisition related adjustments

(1,670

)

758

(912

)

Strategic transaction costs

—

19,184

Stock compensation

—

13,462

Impairments

9,298

1,300

10,598

Segment adjusted EBITDA from continuing operations (2)

626,682

171,524

719,490

Adjusted EBITDA from continuing operations % of net sales

26.7

20.2

22.5

Adjusted EBITDA from discontinued operations

78,431

Adjusted EBITDA attributable to Middleby

797,921

Twelve Months Ended December 28, 2024

Net sales

2,380,384

769,855

3,150,239

Segment Income from Continuing Operations

566,250

176,965

644,123

Income from continuing operations % of net sales

23.8

23.0

20.4

Depreciation

27,794

10,213

39,762

Amortization

49,133

8,091

57,224

Restructuring expenses

5,626

2,619

8,245

Acquisition related adjustments

455

1,310

Stock compensation

—

31,902

Gain on sale of plant

(1,139

)

(1,139

)

Impairments

5,197

—

10,475

Segment adjusted EBITDA from continuing operations

654,455

196,804

791,902

Adjusted EBITDA from continuing operations % of net sales

27.5

25.6

25.1

Adjusted EBITDA from discontinued operations

74,393

Adjusted EBITDA attributable to Middleby

866,295

(1) Includes corporate and other general company expenses, which impact Segment Adjusted EBITDA, and amounted to $78.7 million and $59.4 million for the twelve months ended January 3, 2026 and December 28, 2024, respectively.

(2) Foreign exchange rates favorably impacted Segment Adjusted EBITDA by $5.5 million for the twelve months ended January 3, 2026.

THE MIDDLEBY CORPORATION

NON-GAAP INFORMATION (UNAUDITED)

(Amounts in 000’s, Except Percentages)

Three Months Ended

4th Qtr, 2025

4th Qtr, 2024

Diluted per

Net earnings from continuing operations

86,086

1.72

117,838

2.17

Amortization (1)

14,464

0.29

15,758

0.29

Restructuring expenses

969

0.01

1,190

0.02

Acquisition related adjustments

(37

)

—

3,644

0.07

Net periodic pension benefit

(1,580

)

(0.03

)

(3,646

)

(0.07

)

Strategic transaction costs

4,759

0.10

—

Gain on sale of plant

—

(1,139

)

(0.02

)

Impairments

10,598

0.20

10,475

0.19

Income tax effect of pre-tax adjustments

(8,373

)

(0.17

)

(7,412

)

(0.14

)

Adjustment for shares excluded due to anti-dilution effect on GAAP net earnings (2)

—

0.02

—

0.02

Adjusted net earnings from continuing operations

106,886

2.14

136,708

2.53

Adjusted net earnings from discontinued operations

13,948

0.28

18,595

0.35

Adjusted net earnings attributable to Middleby

120,834

2.42

155,303

2.88

Diluted weighted average number of shares

50,032

54,334

Adjustment for shares excluded due to anti-dilution effect on GAAP net earnings (2)

—

(394

)

Adjusted diluted weighted average number of shares

50,032

53,940

Twelve Months Ended

4th Qtr, 2025

4th Qtr, 2024

Diluted per

Net earnings from continuing operations

367,267

7.04

420,978

7.77

Amortization (1)

61,563

1.18

64,351

1.19

Restructuring expenses

3,270

0.06

8,245

0.15

Acquisition related adjustments

(912

)

(0.02

)

1,310

0.02

Net periodic pension benefit

(6,294

)

(0.12

)

(14,872

)

(0.27

)

Strategic transaction costs

19,184

0.37

—

Impairments

10,598

0.20

10,475

0.19

Gain on sale of plant

—

(1,139

)

(0.02

)

Income tax effect of pre-tax adjustments

(20,803

)

(0.40

)

(17,503

)

(0.32

)

Adjustment for shares excluded due to anti-dilution effect on GAAP net earnings (2)

—

0.08

—

0.06

Adjusted net earnings from continuing operations

433,873

8.39

471,845

8.77

Adjusted net earnings from discontinued operations

45,618

0.88

38,636

0.72

Adjusted net earnings attributable to Middleby

479,491

9.27

510,481

9.49

Diluted weighted average number of shares

52,179

54,209

Adjustment for shares excluded due to anti-dilution effect on GAAP net earnings (2)

(468

)

(418

)

Adjusted diluted weighted average number of shares

51,711

53,791

(1) Includes amortization of deferred financing costs and convertible notes issuance costs.

(2) Adjusted diluted weighted average number of shares was calculated based on excluding the dilutive effect of shares to be issued upon conversion of the notes to satisfy the amount in excess of the principal since the company's capped call offsets the dilutive impact of the shares underlying the convertible notes. The calculation of adjusted diluted earnings per share excludes the principal portion of the convertible notes as this will always be settled in cash. Given the settlement of the convertible notes in the third quarter of 2025 the weighted average number of shares will no longer require an adjustment in 2026.

Three Months Ended

Twelve Months Ended

4th Qtr, 2025

4th Qtr, 2024

4th Qtr, 2025

4th Qtr, 2024

Net Cash Flows Provided By (Used In):

Operating activities (1)

178,468

209,857

564,584

614,520

Investing activities

(13,341

)

(113,585

)

(103,818

)

(145,691

)

Financing activities

(104,902

)

(27,979

)

(970,941

)

(73,768

)

Free Cash Flow

Cash flow from operating activities (1)

178,468

209,857

564,584

614,520

Less: Capital expenditures (2)

(12,952

)

(9,602

)

(70,729

)

(34,183

)

Free cash flow

165,516

200,255

493,855

580,337

(1) Includes strategic transaction costs associated with the business portfolio review of $4.8 million and $19.2 million for the three months ended and twelve months ended January 3, 2026.

(2) Includes investment for food processing innovation centers of approximately $18 million for the twelve months ended January 3, 2026.

USE OF NON-GAAP FINANCIAL MEASURES

The company supplements its consolidated financial statements presented on a GAAP basis with this non-GAAP financial information to provide investors with greater insight, increase transparency and allow for a more comprehensive understanding of the information used by management in its financial and operational decision-making. The non-GAAP financial measures disclosed by the company should not be considered a substitute for, or superior to, financial measures prepared in accordance with GAAP, and the financial results prepared in accordance with GAAP and reconciliations from these results should be carefully evaluated. In addition, the non-GAAP financial measures included in this press release do not have standard meanings and may vary from similarly titled non-GAAP financial measures used by other companies.

The company believes that organic net sales growth, adjusted EBITDA, non-GAAP adjusted segment EBITDA, net debt, net leverage, adjusted net earnings and adjusted diluted per share measures are useful as supplements to its GAAP results of operations to evaluate certain aspects of its operations and financial performance, and its management team primarily focuses on non-GAAP items in evaluating performance for business planning purposes. The company also believes that these measures assist it with comparing its performance between various reporting periods on a consistent basis, as these measures remove from operating results the impact of items that, in its opinion, do not reflect its core operating performance including, for example, intangibles amortization expense, impairment charges, restructuring expenses, and other charges which management considers to be outside core operating results.

The company believes that free cash flow is an important measure of operating performance because it provides management and investors with a measure of cash generated from operations that is available for mandatory payment obligations and investment opportunities, such as funding acquisitions, repaying debt and repurchasing our common stock.

The company believes that its presentation of these non-GAAP financial measures is useful because it provides investors and securities analysts with the same information that Middleby uses internally for purposes of assessing its core operating performance.