Current Report · Items 7.01, 9.01 · 8-K
Middleby Corporation
Regulation FD Disclosure
Item 7.01 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.…
Filed Jun 22, 2026Accepted Jun 22, 2026, 8:15 AM EDTCIK 769520Accession 0001193125-26-276741
Company context
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 four state-of-the-art Middleby Innovation Kitchens across North America and Europe. For more information about Middleby, please visit www.middleby.com.
Current securities
Historical securities (1)
Registered securities in this filing
MIDDLEBY Corp · 8-K · Filed 2026-06-22
As filed in this accession. Current/historical status below comes from the governed listing record; the cover itself remains exact to this filing.
Common Stock
- Exchange
- NASDAQ
- Classification
- COMMON
- Status
- Current
Filing context
Context: duration_2026-06-18_to_2026-06-18
Dimensions: Not supplied
Accession 000119312526276741 · 1 registered-security cover member
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Items 7.01, 9.01Select an item to read the extracted section. The as-filed document remains the primary evidence.
Item 7.01Item 7.01 - Regulation FD Disclosure
Item 7.01 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 “Record Date”). The Distribution will be effective as of 12:01 a.m. Eastern Time on July 6, 2026 (the “Distribution Date”). On the Distribution Date, holders of Company common stock will receive one share of Midera common stock for every one share of Company common stock they hold as of the close of business on the Record Date. Completion of the Distribution 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.
A copy of the press release issued by the Company regarding, among other things, the matters set forth in this Item 7.01 of this Current Report on Form 8-K, “ex-dividend” trading of shares of Company common stock and “when-issued” trading of shares of Midera common stock, 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.
Filed exhibits (1)
EX-99.1 (by filename) d887362dex991.htmEX-99.1
2
d887362dex991.htm
EX-99.1
EX-99.1
Exhibit 99.1
Middleby Board of Directors Approves Spin-off of Midera Food Processing
Elgin, Ill. - June 22, 2026 - The Middleby Corporation (NASDAQ: MIDD) today announced that its Board of Directors (the
“Board”) has formally approved the previously announced spin-off of its Food Processing business, Midera Food Processing, Inc. (“Midera”).
To execute the spin-off, Middleby will distribute all of the issued and outstanding shares of Midera common stock pro
rata to Middleby stockholders of record on June 26, 2026 (the “Record Date”). The Board expects the distribution to occur at 12:01 a.m. Eastern Time on July 6, 2026 (the “Distribution Date”), on the basis of a
distribution ratio of one share of Midera common stock for every one share of Middleby common stock held as of 4:00 p.m. Central Time on the Record Date.
“Midera is entering an exciting new chapter as a pure-play food processing technology leader,” said Mark Salman, incoming Chief Executive Officer
of Midera. “We have deep customer relationships, leading brands across protein, bakery, and snack processing, and a proven innovation engine that delivers real solutions. As an…
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