Form 8-K

8-K — MIDDLEBY Corp

Accession: 0001193125-26-288597

Filed: 2026-06-29

Period: 2026-06-29

CIK: 0000769520

SIC: 3580 (REFRIGERATION & SERVICE INDUSTRY MACHINERY)

Item: Regulation FD Disclosure

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — d135201d8k.htm (Primary)

EX-99.1 (d135201dex991.htm)

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8-K

8-K (Primary)

Filename: d135201d8k.htm · Sequence: 1

8-K

MIDDLEBY Corp false 0000769520 0000769520 2026-06-29 2026-06-29

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): June 29, 2026

THE MIDDLEBY CORPORATION

(Exact Name of Registrant as Specified in its Charter)

Delaware

1-9973

36-3352497

(State or Other Jurisdiction

(Commission

(IRS Employer

of Incorporation)

File Number)

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.

On June 29, 2026, in connection with The Middleby Corporation’s (the “Company”) previously announced transaction to separate its food processing business, Midera Food Processing, Inc., into a standalone public company (the “Spin-off”), the Company issued a press release announcing, among other things, entry by Midera into a credit agreement. A copy of the press release 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 8.01

Other Events.

As previously announced, Middleby is expected to distribute all of the issued and outstanding shares of Midera common stock to the holders of record of Company common stock at 12:01 a.m. (Eastern Time) on July 6, 2026. In connection with the anticipated consummation of the Spin-off and entry into the credit agreement on June 29, 2026, the borrower thereunder used borrowings under the credit facilities and cash on hand to make a distribution to Middleby Marshall Inc., a direct wholly-owned subsidiary of the Company, of $233 million.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

Exhibit

No.

Description

99.1

Press Release, dated June 29, 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: June 29, 2026

By:

/s/ Brittany C. Cerwin

Brittany C. Cerwin

Chief Financial Officer

EX-99.1

Filename: d135201dex991.htm · Sequence: 2

EX-99.1

Exhibit 99.1

Middleby Announces that Midera Food Processing Enters into $1 Billion Credit Agreement

Elgin, Ill.– June 29, 2026 – The Middleby Corporation (NASDAQ: MIDD) today announced that in connection with the previously announced spin-off of its Food Processing business, Midera Food Processing, Inc. (“Midera”) has entered into a five-year, $1.0 billion credit agreement (the “Credit Agreement”)

with Bank of America, N.A., as administrative agent, and other financial institutions and lenders, consisting of a $750 million U.S. dollar revolving credit facility and a $250 million multi-currency revolving credit facility.

“The new Credit Agreement gives us ample capacity to execute on our acquisition-driven growth strategy as we transition to a stand-alone public

company,” said Mark Salman, incoming Chief Executive Officer of Midera. “With our diversified portfolio of leading brands, strong global customer relationships, and comprehensive total line solutions, we’re positioned to be the

acquiror of choice in a fragmented market while continuing to invest in innovation and operational excellence. This level of commitment from our lenders demonstrates the strength of our business model and their confidence in our competitive position

and future trajectory.”

Tim FitzGerald, Chief Executive Officer of Middleby, added, “Midera is well positioned to accelerate growth as an

independent company and this Credit Agreement provides the balance sheet flexibility to execute their strategy. The size and terms of the credit facility are reflective of Midera’s compelling financial profile and we remain confident in

Midera’s outlook as it enters its next chapter of growth as an independent company.”

Completion of the

spin-off, which remains on track for July 6, 2026, is conditioned upon the satisfaction or waiver of certain conditions, as set forth in the form of Separation and Distribution Agreement filed with the

U.S. Securities and Exchange Commission (the “SEC”) as part of Midera’s registration statement on Form 10, which was declared effective by the SEC on June 17, 2026.

About The Middleby Corporation

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 and food processing. Middleby showcases its advanced solutions in the Middleby Innovation

Kitchens for commercial foodservice and industrial baking and protein Innovation Centers for food processing solutions. For more information about Middleby, please visit www.middleby.com.

About Midera Food Processing

Midera Food

Processing provides food processing equipment and automation solutions for industrial protein, bakery, and snack producers, delivering total line solutions from preparation and thermal processing through packaging. With a portfolio of 30+

industry-leading brands reaching customers across six continents, Midera helps food processors produce safer, more consistent products while improving efficiency and reducing waste at scale. Headquartered in Rosemont, Illinois, the company

employs approximately 2,800 people worldwide. For more information about Midera, please visit www.midera.com.

Cautionary

Statement Regarding Forward-Looking Statements

This press release contains “forward-looking statements” subject to the Private

Securities Litigation Reform Act of 1995, including statements regarding The Middleby Corporation’s (“Middleby”) and Midera Food Processing, Inc.’s (“Midera” and each of Midera and Middleby, a

“Company”) expectations with respect to the timing of the spin-off of Middleby’s Food Processing business into an independent, publicly traded company

(the “Spin-off”) and each Company’s future performance. Each Company cautions investors that such statements are estimates and are highly dependent upon a variety of factors. These

forward-looking statements involve known and unknown risks, uncertainties and other factors, which could cause each Company’s actual results, performance or outcomes to differ materially from those expressed or implied in the forward-looking

statements. The following are some of the important factors that could cause each Company’s actual results, performance or outcomes to differ materially from those discussed in the forward-looking statements: changing market conditions;

volatility in earnings resulting from goodwill impairment losses, which may occur irregularly and in varying amounts; variability in financing costs and interest rates; quarterly variations in operating results; dependence on key customers; risks

associated with each Company’s foreign operations, including international exposure, political risks affecting international sales, market acceptance and demand for each Company’s products and each Company’s ability to manage the

risk associated with the exposure to foreign currency exchange rate fluctuations; each Company’s ability to protect its trademarks, copyrights and other intellectual property; changing market conditions, including inflation; the impact of

competitive

products and pricing; the impact of announced management and organizational changes; intense competition in each Company’s business including the impact of both new and established global

competitors; unfavorable tax law changes and tax authority rulings; cybersecurity attacks and other breaches in security; the continued ability to realize profitable growth through the sourcing and completion of strategic acquisitions; the timely

development and market acceptance of each Company’s products; the availability and cost of raw materials; the possibility that the Spin-off will not be consummated within the anticipated time

period or at all, including as the result of regulatory, market or other factors, including the possibility that various closing conditions for the Spin-off may not be satisfied; the potential

disruption to each Company’s business in connection with the Spin-off; the potential that each Company does not realize all of the expected benefits of

the Spin-off; the potential that the Spin-off may be more difficult, time consuming or costly than expected; the failure of the Spin-off to qualify for the expected tax treatment; potential adverse effects of the results of the Spin-off, including on the market price of each

Company’s common stock, the ability of each Company to develop and maintain relationships with personnel, customers, suppliers and others with whom it does business or such Company’s business, financial condition, results of operations

and financial performance; risks related to diversion of each Company’s management’s attention from its ongoing business operations due to the Spin-off; and other risks detailed in each

Company’s SEC filings. All forward-looking statements are expressly qualified in their entirety by these cautionary statements. The forward-looking statements included in this press release are made only as of the date hereof and, except as

required by federal securities laws and rules and regulations of the SEC, neither Company undertakes any obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Investor relations inquiries:

Rebecca Ellin

SVP of Investor Strategy and Corporate Development

rellin@middleby.com

Media inquiries:

Darcy Bretz

VP of Corporate Communications

dbretz@middleby.com

Kate Schneiderman

Managing Director, ICR

middleby@icrinc.com

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