of this Current Report on Form 8-K (including the exhibit hereto) shall not be considered “filed” under the Securities Exchange Act of 1934, as amended, nor shall it be incorporated by reference into future filings by the Company under the Securities Act of 1933, as amended, or under the Securities Exchange Act of 1934, as amended, unless the Company expressly sets forth in such future filing that such information is to be considered “filed” or incorporated by reference therein.

CEO — Timothy J. FitzGerald: The CEO is stepping down in an orderly transition with a named internal successor (Steven P. Spittle) already promoted to President, indicating a planned succession rather than a sudden loss of leadership.

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information provided in

Entry into a Material Definitive Agreement. On November 4, 2026 (the “ Restatement Effective Date ”), The Middleby Corporation (“ Middleby ”) and Middleby Marshall Inc. (the “ Borrower ”), entered into a five-year Ninth Amended and Restated Credit Agreement consisting of a $2.0 billion multicurrency revolving facility and a $1.0 billion USD term loan A facility with Bank of America, N.A., as administrative agent, collateral agent and initial issuing bank, and the other financial institutions…

of this Current Report on Form 8-K (including the exhibit hereto) shall not be considered “filed” under the Securities Exchange Act of 1934, as amended, nor shall it be incorporated by reference into future filings by the Company under the Securities Act of 1933, as amended, or under the Securities Exchange Act of 1934, as amended, unless the Company expressly sets forth in such future filing that such information is to be considered “filed” or incorporated by reference therein.

Completion of Material Acquisition or Disposition of Assets. Immediately prior to the consummation of the Spin-off, Midera was a wholly owned subsidiary of the Company. Effective as of 12:01 a.m., Eastern Time, on July 6, 2026 (the “Distribution Date”), the Company completed the Spin-off through the distribution by the Company of 100% of the issued and outstanding shares of Midera common stock on a pro rata basis to the holders of Company common stock. Each Company stockholder received one sh…

Entry Into a Material Definitive Agreement. Agreements with Midera Food Processing, Inc. On July 6, 2026, The Middleby Corporation (the “Company”) completed its spin-off of Midera Food Processing, Inc., a Delaware corporation (“Midera”), into a new, publicly traded company (the “Spin-off”). As a result of the Spin-off, the Company has no ownership interest in Midera. The Company has entered into the following agreements with Midera in connection with the Spin-off in order to govern the ongoin…

Board of Directors member / Chief Development Officer — Mr. Robert A. Nerbonne, Ms. Cathy T. McCarthy, Mr. Matthew R. Fuchsen: The executives resigned to serve in new roles at Midera following the Spin-off.

Regulation FD Disclosure. On July 6, 2026, the Company issued a press release announcing, among other things, the consummation of the Spin-off. 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 “E…

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 wh…

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 refer…

Regulation FD Disclosure. On June 18, 2026, the Board of Directors (the “Board”) of The Middleby Corporation (the “Company”) approved the previously announced separation of Midera Food Processing, Inc. (“Midera”) from the Company into a new, publicly traded company (the “Spin-off”) and declared a pro rata distribution (the “Distribution”) of all of the issued and outstanding shares of Midera common stock to the holders of Company common stock as of 4:00 p.m. Central Time on June 26, 2026 (the…

Regulation FD Disclosure. On June 17, 2026, the U.S. Securities and Exchange Commission (the “SEC”) declared effective the Registration Statement on Form 10 (the “Form 10”) filed by Midera Food Processing, Inc. (“Midera”) in connection with the previously announced separation of Midera from The Middleby Corporation (the “Company”) into a new, publicly traded company (the “Spin-off”). In connection with the Spin-off, the Board of Directors of the Company (the “Board”) has approved a record dat…

Adoption of an executive severance plan.

of this Current Report on Form 8-K (including the exhibit hereto) shall not be considered “filed” under the Securities Exchange Act of 1934, as amended, nor shall it be incorporated by reference into future filings by the Company under the Securities Act of 1933, as amended, or under the Securities Exchange Act of 1934, as amended, unless the Company expressly sets forth in such future filing that such information is to be considered “filed” or incorporated by reference therein.

Regulation FD Disclosure. On April 1, 2026, in connection with The Middleby Corporation’s (the “Company”) previously announced transaction to separate its food processing business (the “Food Processing Business”) into a standalone public company (the “Spin-off”), the Company issued a press release announcing, among other things, the chief financial offer of the Food Processing Business upon the completion of the Spin-off. A copy of the press release is furnished as Exhibit 99.1 to this Curren…

Chief Financial Officer — Brittany Cerwin: Brittany Cerwin was promoted to Chief Financial Officer, and Bryan E. Mittelman transitioned to a non-officer position as Special Advisor.

Director — Glenn A. Eisenberg: Glenn A. Eisenberg was appointed as a director and will participate in the compensation arrangements for nonemployee members of the Board.

Regulation FD Disclosure. On March 5, 2026, in connection with The Middleby Corporation’s (the “Company”) previously announced transaction to separate its food processing business (the “Food Processing Business”) into a standalone public company (the “Spin-off”), the Company issued a presentation regarding the proposed Spin-off. A copy of the presentation 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…

Regulation FD Disclosure. On February 26, 2026, in connection with The Middleby Corporation’s (the “Company”) previously announced transaction to separate its food processing business (the “Food Processing Business”) into a standalone public company (the “Spin-off”), the Company issued a press release announcing, among other things, the chief executive officer and chief operating offer of the Food Processing Business upon the completion of the Spin-off. A copy of the press release is furnishe…

of this Current Report on Form 8-K (including the exhibit hereto) shall not be considered “filed” under the Securities Exchange Act of 1934, as amended, nor shall it be incorporated by reference into future filings by the Company under the Securities Act of 1933, as amended, or under the Securities Exchange Act of 1934, as amended, unless the Company expressly sets forth in such future filing that such information is to be considered “filed” or incorporated by reference therein.

Director — Christopher M. Hix: Mr. Christopher M. Hix was appointed as a director and joined the Audit Committee.

Entry into a Material Definitive Agreement. On January 6, 2026, The Middleby Corporation (the “Company”) entered into an Amendment to Cooperation Agreement (the “Amendment”) with Garden Investment Management, L.P. (“GI”), which amends that certain Cooperation Agreement, dated February 24, 2025, by and among the Company and GI (the “Cooperation Agreement”). The Amendment extends the term of the Cooperation Agreement for another year, such that the Company has agreed to include Ed Garden in the…

Entry into a Material Definitive Agreement. On December 4, 2025, The Middleby Corporation (the “Company”), Mosaic Merger Sub. Inc., a wholly owned subsidiary of the Company (“MMS”), Middleby Worldwide Inc., a wholly owned subsidiary of the Company (“MWW”), Middleby Outdoor IP Holdings, Inc., a wholly owned subsidiary of the Company (“MOIP” and, collectively with MMS and MWW, “Sellers”), RKG Group Partners LP (the “Partnership”), Rise Buyer LP, an affiliate of 26North Partners LP (“Buyer”), an…

of this Current Report on Form 8-K (including the exhibit hereto) shall not be considered “filed” under the Securities Exchange Act of 1934, as amended, nor shall it be incorporated by reference into future filings by the Company under the Securities Act of 1933, as amended, or under the Securities Exchange Act of 1934, as amended, unless the Company expressly sets forth in such future filing that such information is to be considered “filed” or incorporated by reference therein.