Form 8-K

8-K — MIDDLEBY Corp

Accession: 0001104659-26-106313

Filed: 2026-09-09

Period: 2026-09-09

CIK: 0000769520

SIC: 3580 (REFRIGERATION & SERVICE INDUSTRY MACHINERY)

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — tm2625101d2_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (tm2625101d2_ex99-1.htm)

GRAPHIC (tm2625101d2_ex99-1img001.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — FORM 8-K

8-K (Primary)

Filename: tm2625101d2_8k.htm · Sequence: 1

false

0000769520

2026-09-09

iso4217:USD

xbrli:shares

iso4217:USD

xbrli:shares

UNITED

STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM

8-K

CURRENT

REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange

Act of 1934

Date of Report (Date of earliest event reported):

September 9, 2026

THE MIDDLEBY CORPORATION

(Exact

Name of Registrant as Specified in its Charter)

Delaware

1-9973

36-3352497

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

1400 Toastmaster Drive, Elgin, Illinois

60120

(Address of Principal Executive Offices)

(Zip Code)

(847) 741-3300

(Registrant’s telephone number, including area

code)

N/A

(Former

Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant

under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of

the Act:

Title of Each Class

Trading Symbol(s)

Name of Each Exchange on Which Registered

Common Stock

MIDD

The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an

emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter)

or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant

has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant

to Section 13(a) of the Exchange Act. ¨

Item 7.01 Regulation FD Disclosure.

A copy of a press release issued by the Company announcing, among other

things, the discontinuation of its Brewing & Distilling Solutions Group business, is furnished as Exhibit 99.1 to this Current

Report on Form 8-K and is incorporated herein by reference.

The information set forth in this Item 7.01, including Exhibit 99.1,

is deemed to be “furnished” and shall not be deemed to be “filed” for purposes of Section 18 of the Securities

Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section. The information

set forth in this Item 7.01, including Exhibit 99.1, shall not be deemed incorporated by reference into any filing under the Exchange

Act or the Securities Act of 1933, as amended, regardless of any general incorporation language in such filing, except as shall be expressly

set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.

Description

99.1

Press Release, dated September 9, 2026, issued by The Middleby Corporation.

104

Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities

Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

THE MIDDLEBY CORPORATION

Date: September 9, 2026

By:

/s/ Brittany C. Cerwin

Brittany C. Cerwin

Chief Financial Officer

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: tm2625101d2_ex99-1.htm · Sequence: 2

Exhibit 99.1

Middleby to Discontinue Brewing Group

Company to Present at 2026 Jefferies Global

Industrials Conference Tomorrow

ELGIN, Ill.--(BUSINESS WIRE)—September 9, 2026-- The Middleby

Corporation (NASDAQ: MIDD), a global leader in commercial foodservice solutions, today announced that it will discontinue its Middleby

Brewing & Distilling Solutions Group business (“Brewing Group”), which includes its Deutsche Beverage + Process, Ss Brewtech

and Wild Goose Filling brands, with the wind-down expected to be substantially complete by the end of this year.

The decision is a result of the company’s ongoing focus on operational

excellence and business simplification initiatives, in which management evaluates each business against its long-term growth and margin

potential and directs capital accordingly. This discipline is intended to support both organic net sales growth and margin expansion over

time.

In 2025, the Brewing Group represented $24 million of the company’s

net sales with an approximate loss of $9 million in adjusted EBITDA(1), an approximate 60 basis negative impact to adjusted

EBITDA margin. The company expects the 2026 revenue and adjusted EBITDA of the Brewing Group to be similar to 2025, and the discontinuation

to be immaterial to its 2026 financial guidance as presented below. The company expects to realize the annual benefit of the discontinuation

of the Brewing Group within its 2027 adjusted EBITDA margins.

The company also reiterated its financial guidance provided at its

recent quarterly earnings call and Investor Day, summarized below:

Q3 2026 Guidance

FY2026 Guidance

3-Year Target (2025-2028E)

Net Sales

$620-640M

$2.48-2.53B

Organic Net Sales Growth

3-6% CAGR

Adjusted EBITDA(2)

$143-150M

$572-588M

6-9% CAGR

Adjusted EPS

$1.67-1.83

$6.73-6.89

10-15% CAGR

(1) Non-GAAP adjusted EBITDA for the Brewing Group as of 2025 of approximately $9m is defined as loss from operations of $17m, adjusted

by $3m of depreciation and amortization and $5m of impairments.

(2) Includes corporate and other general company operations

2026 Jefferies Global Industrials Conference

The company also announced its participation at the 2026 Jefferies

Global Industrials Conference in New York City.

The company

is scheduled to participate in a fireside chat presentation at 9:30 a.m. Eastern Time on Thursday, September 10, 2026, during which management

will provide a business update. Additionally, management will participate in one-on-one and group investor meetings at the conference.

The fireside chat will be webcast live and accessible through the Investor Relations section of the company website at www.middleby.com.

The webcast will be available for replay from the company’s website.

In connection

with the conference, the company will publish an updated investor presentation, which will be available in the Investor Relations section

of the company website at www.middleby.com.

About The Middleby Corporation

The Middleby

Corporation is a global leader in commercial foodservice solutions. The well-known Middleby brands develop and manufacture a broad portfolio

of innovative products for commercial kitchens worldwide. Middleby serves a diverse customer base with equipment and technology offerings

that include cooking, warming, beverage, ice and IoT while proudly showcasing its advanced foodservice solutions in five state-of-the-art

Middleby Innovation Kitchens across North America and Europe. For more information about Middleby, please visit www.middleby.com.

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 timing of discontinuing the Brewing Group. 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; the costs,

profitability, timing and the financial impact of, and charges associated with, discontinuing the Brewing Group; 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.

USE OF NON-GAAP FINANCIAL MEASURES

This press release contains information about the company’s financial

results which is not presented in accordance with accounting principles generally accepted in the United States (“GAAP”).

The company refers to these measures as “non-GAAP” financial measures. The company believes that organic net sales growth,

adjusted EBITDA and adjusted diluted per share (Adjusted EPS) 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. Historical reconciliations to the most directly

comparable GAAP financial measures for non-GAAP financial measures are included in this press release. Reconciliations of forward-looking

non-GAAP financial measures in this press release to the most directly comparable GAAP financial measures are not available because the

timing and magnitude of certain items cannot be reasonably estimated at this time without unreasonable effort. 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 the company uses internally for purposes of assessing its core operating performance.

Investor

relations inquiries:

Rebecca Ellin

SVP of Corporate Development and Investor Strategy

rellin@middleby.com

Media inquiries:

Darcy Bretz

VP of Corporate Communications

dbretz@middleby.com

Kate Schneiderman

Managing Director, ICR

middleby@icrinc.com

GRAPHIC

Filename: tm2625101d2_ex99-1img001.jpg · Sequence: 6

Binary file (3549 bytes)

Download tm2625101d2_ex99-1img001.jpg

XML — IDEA: XBRL DOCUMENT

XML

Filename: R1.htm · Sequence: 8

v3.26.1

Cover

Sep. 09, 2026

Cover [Abstract]

Document Type

8-K

Amendment Flag

false

Document Period End Date

Sep. 09, 2026

Entity File Number

1-9973

Entity Registrant Name

THE MIDDLEBY CORPORATION

Entity Central Index Key

0000769520

Entity Tax Identification Number

36-3352497

Entity Incorporation, State or Country Code

Entity Address, Address Line One

1400 Toastmaster Drive

Entity Address, City or Town

Elgin

Entity Address, State or Province

Entity Address, Postal Zip Code

60120

City Area Code

847

Local Phone Number

741-3300

Written Communications

false

Soliciting Material

false

Pre-commencement Tender Offer

false

Pre-commencement Issuer Tender Offer

false

Title of 12(b) Security

Common Stock

Trading Symbol

MIDD

Security Exchange Name

NASDAQ

Entity Emerging Growth Company

false

- Definition

Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.

+ References

No definition available.

+ Details

Name:

dei_AmendmentFlag

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Area code of city

+ References

No definition available.

+ Details

Name:

dei_CityAreaCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Cover page.

+ References

No definition available.

+ Details

Name:

dei_CoverAbstract

Namespace Prefix:

dei_

Data Type:

xbrli:stringItemType

Balance Type:

Period Type:

duration

- Definition

For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.

+ References

No definition available.

+ Details

Name:

dei_DocumentPeriodEndDate

Namespace Prefix:

dei_

Data Type:

xbrli:dateItemType

Balance Type:

Period Type:

duration

- Definition

The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

+ References

No definition available.

+ Details

Name:

dei_DocumentType

Namespace Prefix:

dei_

Data Type:

dei:submissionTypeItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 1 such as Attn, Building Name, Street Name

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine1

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the City or Town

+ References

No definition available.

+ Details

Name:

dei_EntityAddressCityOrTown

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Code for the postal or zip code

+ References

No definition available.

+ Details

Name:

dei_EntityAddressPostalZipCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the state or province.

+ References

No definition available.

+ Details

Name:

dei_EntityAddressStateOrProvince

Namespace Prefix:

dei_

Data Type:

dei:stateOrProvinceItemType

Balance Type:

Period Type:

duration

- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityCentralIndexKey

Namespace Prefix:

dei_

Data Type:

dei:centralIndexKeyItemType

Balance Type:

Period Type:

duration

- Definition

Indicate if registrant meets the emerging growth company criteria.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityEmergingGrowthCompany

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

Name:

dei_EntityFileNumber

Namespace Prefix:

dei_

Data Type:

dei:fileNumberItemType

Balance Type:

Period Type:

duration

- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

Namespace Prefix:

dei_

Data Type:

dei:edgarStateCountryItemType

Balance Type:

Period Type:

duration

- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityRegistrantName

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

dei_

Data Type:

dei:employerIdItemType

Balance Type:

Period Type:

duration

- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

Period Type:

duration

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration