MIDD / The Middleby Corporation - SEC-Einreichungen, Jahresbericht, Proxy Statement

The Middleby Corporation Conflict Minerals Report For the year ended December 31, 2025

Exhibit 1.01 The Middleby Corporation Conflict Minerals Report For the year ended December 31, 2025 This report for the year ended December 31, 2025 is presented to comply with Section 13(p) of the Securities Exchange Act of 1934, as amended (the Exchange Act) and Rule 13p-1 under the Exchange Act (the Rule) and Form SD thereunder. The Rule was adopted by the Securities and Exchange Commission (SE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report THE MIDDLEBY CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 1-9973 (State or Other Jurisdiction of Incorporatio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report THE MIDDLEBY CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 1-9973 (State or Other Jurisdiction of Incorporation or Organization) (Commission File Number) 36-3352497 (I.R.S. Employer Identification Number) 1400 Toastmaster Drive Elgin, Illinois 60120 (Address o

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): May 20, 2026 THE MIDDLEBY CORPORA

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): May 20, 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

THE MIDDLEBY CORPORATION EXECUTIVE SEVERANCE PLAN Plan Document and Summary Plan Description Effective May 20, 2026

EX-10.1 Exhibit 10.1 THE MIDDLEBY CORPORATION EXECUTIVE SEVERANCE PLAN Plan Document and Summary Plan Description Effective May 20, 2026 TABLE OF CONTENTS Page ARTICLE ONE FOREWORD 1 Section 1.01 Purpose of the Plan 1 ARTICLE TWO DEFINITIONS 1 Section 2.01 “Accounting Firm” 1 Section 2.02 “Affiliate” 1 Section 2.03 “Middleby Group” 1 Section 2.04 “Base Salary” 1 Section 2.05 “Board” 1 Section 2.06

The Middleby Corporation Value Creation Incentive Plan Amended and Restated Effective as of May 20, 2026

EX-10.2 Exhibit 10.2 The Middleby Corporation Value Creation Incentive Plan Amended and Restated Effective as of May 20, 2026 1. General. The Value Creation Incentive Plan (hereinafter, the “Plan” or “VCIP”) was adopted and approved by the Board (as defined below) of The Middleby Corporation (the “Company”) on March 3, 2011, and amended and restated effective as of May 20, 2026. This document repl

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): May 19, 2026 THE MIDDLEBY CORPORA

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): May 19, 2026 THE MIDDLEBY CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 001-9973 36-3352497 (State or other jurisdiction of incorporation) (Commission Fi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Quarterly Period Ended April 4, 2026 ☐ Transition Report Pu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Quarterly Period Ended April 4, 2026 or ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission File No. 1-9973 THE MIDDLEBY CORPORATION (Exact name of registrant

TRANSITION AND SEPARATION AGREEMENT

TRANSITION AND SEPARATION AGREEMENT This TRANSITION AND SEPARATION AGREEMENT (this “Agreement”) is entered into as of March 24, 2026, by and between Bryan Mittelman, an individual (“Executive”), and The Middleby Corporation, a Delaware corporation (the “Company” or “Middleby”).

Forward-Looking and Non-GAAP Statements Safe Harbor Statement This presentation contains “forward-looking statements” subject to the Private Securities Litigation Reform Act of 1995, including statements regarding The Middleby Corporation’s (“Middleb

EX-99.2 Exhibit 99.2 INVESTOR DAY 2026 May 12, 2026 1 midera.com Keep in touch Forward-Looking and Non-GAAP Statements Safe Harbor Statement This presentation 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 taken together wit

Middleby To Present Growth Strategy at 2026 Investor Day Ahead of Transformative Business Separation Company Unveils Three-Year Financial Outlook

EX-99.3 Exhibit 99.3 Middleby To Present Growth Strategy at 2026 Investor Day Ahead of Transformative Business Separation Company Unveils Three-Year Financial Outlook ELGIN, Ill. — May 12, 2026 — The Middleby Corporation (NASDAQ: MIDD), a leading worldwide manufacturer of equipment for the commercial foodservice and food processing industries, today unveils its strategic roadmap as two independent

Company Logos Colours 255:255:255 Background FORWARD LOOKING STATEMENTS 0:0:0 Text Colour 23:60:93 Page Heading Safe Harbor Statement 23:60:93 Subheading This presentation contains “forward-looking statements” subject to the Private Securities Litiga

EX-99.1 Exhibit 99.1 MIDDLEBY INVESTOR DAY New York, New York | May 12, 2026 Company Logos Colours 255:255:255 Background FORWARD LOOKING STATEMENTS 0:0:0 Text Colour 23:60:93 Page Heading Safe Harbor Statement 23:60:93 Subheading This presentation contains “forward-looking statements” subject to the Private Securities Litigation Reform Act of 1995, including statements regarding The Middleby Corp

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): May 12, 2026 THE MIDDLEBY CORPORA

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): May 12, 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

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): May 11, 2026 THE MIDDLEBY CORPORA

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): May 11, 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

The Middleby Corporation Announces the Launch of Midera Food Processing

EX-99.1 Exhibit 99.1 The Middleby Corporation Announces the Launch of Midera Food Processing ELGIN, Ill. – May 11, 2026 – The Middleby Corporation (Nasdaq: MIDD) today announced that its Food Processing business will operate under the name Midera Food Processing, Inc. (Midera). The launch reflects the continued advancement of Middleby’s Food Processing platform into a more focused, technology-driv

The Middleby Corporation Reports First Quarter Results

1400 Toastmaster Drive, Elgin, Illinois 60120 (847) 741-3300 www.middleby.com The Middleby Corporation Reports First Quarter Results •Q1 2026 results exceeded high end of guidance range for revenue, Adj. EBITDA and Adj. EPS •Organic sales growth of +8% in Commercial Foodservice and +25% in Food Processing •Raises FY 2026 guidance; revenue growth of +4-6% in Commercial Foodservice and +4-7% in Food

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): May 7, 2026 THE MIDDLEBY CORPORAT

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): May 7, 2026 THE MIDDLEBY CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 001-9973 36-3352497 (State or other jurisdiction of incorporation or organization)

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): May 4, 2026 THE MIDDLEBY CORPORAT

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): May 4, 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

Middleby Announces Filing of Form 10 Registration Statement for Planned Spin-Off of Middleby Food Processing

EX-99.1 Exhibit 99.1 Middleby Announces Filing of Form 10 Registration Statement for Planned Spin-Off of Middleby Food Processing • Middleby Food Processing will launch as a leading pure-play food processing technology company, offering innovative solutions for industrial protein, bakery and snack food processors. • Filing represents significant milestone toward Middleby Food Processing becoming a

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )

Middleby Corp. - DEFA 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. ) Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14A-

DEFINITIVE PROXY STATEMENT

2026 PROXY STATEMENT Annual Meeting May 19, 2026 3:00 p.m. CDTThis is Middleby Middleby 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 Innovati

Proxy Summary Governance Executive Officers Executive Compensation Executive Compensation Tables Security Ownership of Certain Beneficial Owners and Management Information About the Annual Meeting Annex A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No.

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): April 1, 2026 THE MIDDLEBY CORPOR

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): April 1, 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 Fil

Middleby Names Amy Campbell as Chief Financial Officer of Food Processing Business Middleby Food Processing Completes Executive Leadership Team Ahead of Spin-Off

EX-99.1 Exhibit 99.1 1400 Toastmaster Drive, Elgin, Illinois 60120 • (847) 741-3300 www.middleby.com Middleby Names Amy Campbell as Chief Financial Officer of Food Processing Business Middleby Food Processing Completes Executive Leadership Team Ahead of Spin-Off Elgin, Ill. (BUSINESS WIRE) April 1, 2026 - The Middleby Corporation (“Middleby”) (NASDAQ: MIDD), a global leader in the foodservice indu

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): March 24, 2026 THE MIDDLEBY CORPO

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): March 24, 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 Fi

Middleby Appoints Brittany Cerwin as Chief Financial Officer Bryan Mittelman to Serve as Special Advisor Through Completion of Food Processing Spin-Off

EX-99.1 Exhibit 99.1 1400 Toastmaster Drive, Elgin, Illinois 60120 • (847) 741-3300 www.middleby.com Middleby Appoints Brittany Cerwin as Chief Financial Officer Bryan Mittelman to Serve as Special Advisor Through Completion of Food Processing Spin-Off Elgin, Ill. (BUSINESS WIRE) March 25, 2026 - The Middleby Corporation (“Middleby”) (NASDAQ: MIDD), a global leader in the foodservice industry, tod

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): March 5, 2026 THE MIDDLEBY CORPOR

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): March 5, 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 Fil

FIFTH AMENDED AND RESTATED THE MIDDLEBY CORPORATION a Delaware corporation (hereinafter called the “Corporation”) (EFFECTIVE AS OF MARCH 5, 2026) ARTICLE I

EX-3.1 Exhibit 3.1 FIFTH AMENDED AND RESTATED BYLAWS OF THE MIDDLEBY CORPORATION a Delaware corporation (hereinafter called the “Corporation”) (EFFECTIVE AS OF MARCH 5, 2026) ARTICLE I STOCKHOLDERS Section 1.1 ANNUAL MEETING. An annual meeting of stockholders for the purpose of electing directors and of transacting such other business as may come before it shall be held each year at such date, tim

Middleby Appoints Glenn Eisenberg To Board of Directors

EX-99.1 Exhibit 99.1 1400 Toastmaster Drive, Elgin, Illinois 60120 • (847) 741-3300 www.middleby.com Middleby Appoints Glenn Eisenberg To Board of Directors Elgin, Ill. (BUSINESS WIRE) March 6, 2026 — The Middleby Corporation (NASDAQ: MIDD), a global leader in the foodservice industry, today announced the appointment of Glenn Eisenberg to its Board of Directors, effective March 1. With the additio

Middleby Food Processing Pure-Play Leader in Food Processing Technology Poultry Solution Introduction 2026 – Release of the Complete Line Enter Snack & Tortilla 2024 – Acquisition of JC Ford Expansion of Global Capabilities 2023 – India Manufacturing

EX-99.1 Exhibit 99.1 BUSINESS OVERVIEW MARCH 2026 AI: \\firmwide.corp.gs.com\ibdroot\proje cts\IBD- NY\mineral2025\9422211\08. Graphics 2025\AI\02 Middleby Cover Dividers Widescreen.ai JPG: \\firmwide.corp.gs.com\ibdroot\proje cts\IBD- NY\mineral2025\9422211\08. Graphics 2025\JPG 26-03-2025 Forward Looking and Non-GAAP Statements Safe Harbor Statement This presentation contains “forward-looking st

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): March 5, 2026 THE MIDDLEBY CORPOR

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): March 5, 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 Fil

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (mark one) ☒ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. For the Fiscal Year Ended January 3, 2026 ☐ Transition Report Pursuan

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (mark one) ☒ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. For the Fiscal Year Ended January 3, 2026 or ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission File No.1-9973 THE MIDDLEBY CORPORATION (Exact name of Registrant as spe

THE MIDDLEBY CORPORATION INSIDER TRADING COMPLIANCE PROGRAM

Exhibit 19.1 THE MIDDLEBY CORPORATION INSIDER TRADING COMPLIANCE PROGRAM In order to promote compliance with applicable securities laws by The Middleby Corporation (the “Company”) and its officers, directors, employees and other related individuals, the Company has adopted the policies and procedures described in this memorandum. I. Adoption of Insider Trading Policy. The Company has adopted the I

PARTNERSHIP INTEREST PURCHASE AGREEMENT by and among MOSAIC MERGER SUB., INC., MIDDLEBY WORLDWIDE, INC., MIDDLEBY OUTDOOR IP HOLDINGS, INC., RKG GROUP PARTNERS LP, RISE MERGER SUB LLC, RISE BUYER LP THE MIDDLEBY CORPORATION (solely for the specified

Exhibit 10.9 PARTNERSHIP INTEREST PURCHASE AGREEMENT by and among MOSAIC MERGER SUB., INC., MIDDLEBY WORLDWIDE, INC., MIDDLEBY OUTDOOR IP HOLDINGS, INC., RKG GROUP PARTNERS LP, RISE MERGER SUB LLC, RISE BUYER LP AND THE MIDDLEBY CORPORATION (solely for the specified purposes set forth herein) Dated as of December 4, 2025 TABLE OF CONTENTS Page 1.1 Certain Definitions 2 1.2 Additional Defined Terms

Subsidiaries of The Middleby Corporation(1) Name of Subsidiary State/Country of Incorporation/Organization AGA Rangemaster Group Ltd United Kingdom AGA Rangemaster Ltd United Kingdom AGA Rangemaster Properties Ltd United Kingdom AGA Rayburn Ltd Unite

EXHIBIT 21.1 Subsidiaries of The Middleby Corporation(1) Name of Subsidiary State/Country of Incorporation/Organization AGA Rangemaster Group Ltd United Kingdom AGA Rangemaster Ltd United Kingdom AGA Rangemaster Properties Ltd United Kingdom AGA Rayburn Ltd United Kingdom Alkar Holdings, Inc. Wisconsin Alkar-RapidPak, Inc. Wisconsin American Permanent Ware Company, LLC Delaware Anetsberger, LLC De

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): February 26, 2026 THE MIDDLEBY CO

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): February 26, 2026 THE MIDDLEBY CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 001-9973 36-3352497 (State or other jurisdiction of incorporation or organiz

Middleby Names Mark Salman to Lead Food Processing Business as Chief Executive Officer Mark Bowie Named Chief Operating Officer Current Food Processing President to Assume CEO Role Upon Completion of Q2 2026 Spin-Off

EX-99.1 Exhibit 99.1 1400 Toastmaster Drive, Elgin, Illinois 60120 • (847) 741-3300 www.middleby.com Middleby Names Mark Salman to Lead Food Processing Business as Chief Executive Officer Mark Bowie Named Chief Operating Officer Current Food Processing President to Assume CEO Role Upon Completion of Q2 2026 Spin-Off Elgin, Ill. (BUSINESS WIRE) Feb. 26, 2026 — The Middleby Corporation (NASDAQ: MIDD

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): February 26, 2026 THE MIDDLEBY CO

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): February 26, 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

The Middleby Corporation Reports Fourth Quarter and Fiscal Year Results Q4 & FY 2025 RESULTS EXCEEDED HIGH END OF GUIDANCE RANGE FOR REVENUE, ADJ. EBITDA AND ADJ. EPS INITIATES 2026 ORGANIC GROWTH GUIDANCE OF +1-3% IN COMMERCIAL FOODSERVICE AND +4-6%

1400 Toastmaster Drive, Elgin, Illinois 60120 (847) 741-3300 www.middleby.com The Middleby Corporation Reports Fourth Quarter and Fiscal Year Results Q4 & FY 2025 RESULTS EXCEEDED HIGH END OF GUIDANCE RANGE FOR REVENUE, ADJ. EBITDA AND ADJ. EPS INITIATES 2026 ORGANIC GROWTH GUIDANCE OF +1-3% IN COMMERCIAL FOODSERVICE AND +4-6% IN FOOD PROCESSING REPURCHASED 4.9 MILLION SHARES (9.1% OF EQUITY) IN 2

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): February 1, 2026 THE MIDDLEBY COR

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): February 1, 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

Middleby Appoints Christopher Hix To Board of Directors

EX-99.1 Exhibit 99.1 1400 Toastmaster Drive, Elgin, Illinois 60120 ● (847) 741-3300 www.middleby.com Middleby Appoints Christopher Hix To Board of Directors Elgin, Ill. (BUSINESS WIRE) February 4, 2026 — The Middleby Corporation (NASDAQ: MIDD), a global leader in the foodservice industry, today announced the appointment of Christopher Hix to its Board of Directors, effective February 1. With the a

Middleby Announces Completion of Transaction to Sell 51% Stake in Residential Kitchen Business to 26North Transforms Middleby into Pure-Play Commercial Foodservice Leader Following Planned Food Processing Spin-Off $540 Million in Cash Proceeds Enhanc

EX-99.1 Exhibit 99.1 1400 Toastmaster Drive, Elgin, Illinois 60120 • (847) 741-3300 www.middleby.com Middleby Announces Completion of Transaction to Sell 51% Stake in Residential Kitchen Business to 26North Transforms Middleby into Pure-Play Commercial Foodservice Leader Following Planned Food Processing Spin-Off $540 Million in Cash Proceeds Enhances Ongoing Capital Return Program Following Appro

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): February 2, 2026 (February 2, 202

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): February 2, 2026 (February 2, 2026) THE MIDDLEBY CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 1-9973 36-3352497 (State or Other Jurisdiction of Incorpor

AMENDMENT TO COOPERATION AGREEMENT

EX-10.1 Exhibit 10.1 EXECUTION VERSION AMENDMENT TO COOPERATION AGREEMENT This Amendment to Cooperation Agreement (this “Amendment”), dated as of January 6, 2026, is entered into by and between The Middleby Corporation (the “Company”), and Garden Investment Management, L.P. (“GI”). Capitalized terms used and not otherwise defined in this Amendment shall have the meanings ascribed to them in the Ag

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): January 6, 2026 THE MIDDLEBY CORP

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): January 6, 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 F

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): December 4, 2025 THE MIDDLEBY COR

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): December 4, 2025 THE MIDDLEBY CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 1-9973 36-3352497 (State or Other Jurisdiction of Incorporation) (Commission

Middleby to Sell 51% Stake in Residential Kitchen Business to 26North in Transaction Valuing the Business at $885 Million Transforms Middleby into a Pure-Play Leader in Commercial Foodservice Equipment Following the Announced Spin-off of Food Process

EX-99.1 Exhibit 99.1  1400 Toastmaster Drive, Elgin, Illinois 60120 • (847) 741-3300 www.middleby.com Middleby to Sell 51% Stake in Residential Kitchen Business to 26North in Transaction Valuing the Business at $885 Million Transforms Middleby into a Pure-Play Leader in Commercial Foodservice Equipment Following the Announced Spin-off of Food Processing Approximately $540 million of Cash Proceeds

The Middleby Corporation Reports Third Quarter Results

1400 Toastmaster Drive, Elgin, Illinois 60120 (847) 741-3300 www.middleby.com The Middleby Corporation Reports Third Quarter Results •Quarterly results exceeded high end guidance range for revenue, adjusted EBITDA, and adjusted EPS •Announces strategic review of the Residential Kitchen business •Net Sales of $982 million, a 4% increase over prior year; flat on an organic basis •Non-cash impairment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 27, 2025 ☐ Transition Repo

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 27, 2025 or ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission File No. 1-9973 THE MIDDLEBY CORPORATION (Exact name of regist

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): November 6, 2025 THE MIDDLEBY COR

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): November 6, 2025 THE MIDDLEBY CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 001-9973 36-3352497 (State or other jurisdiction of incorporation or organiza

THIRD AMENDMENT TO EIGHTH AMENDED AND RESTATED CREDIT AGREEMENT

EX-10.1 Exhibit 10.1 EXECUTION VERSION THIRD AMENDMENT TO EIGHTH AMENDED AND RESTATED CREDIT AGREEMENT THIS THIRD AMENDMENT TO EIGHTH AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is entered into as of August 19, 2025 by and among Middleby Marshall Inc., a Delaware corporation (the “Company”), the other Loan Parties (as defined in the Existing Credit Agreement referred to below) signato

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): August 19, 2025 THE MIDDLEBY CORP

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): August 19, 2025 THE MIDDLEBY CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 1-9973 36-3352497 (State or Other Jurisdiction of Incorporation) (Commission F

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 28, 2025 ☐ Transition Report Pu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 28, 2025 or ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission File No. 1-9973 THE MIDDLEBY CORPORATION (Exact name of registrant

The Middleby Corporation Reports Second Quarter Results

1400 Toastmaster Drive, Elgin, Illinois 60120 (847) 741-3300 www.middleby.com The Middleby Corporation Reports Second Quarter Results •Operating income of $155 million as compared to $176 million in prior year •Adjusted EBITDA of $200 million as compared to $216 million in prior year •Repurchased 3.1 million of common shares through July for $448.9 million, or 5.7% of equity •Operating cash flows

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): August 6, 2025 THE MIDDLEBY CORPO

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): August 6, 2025 THE MIDDLEBY CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 001-9973 36-3352497 (State or other jurisdiction of incorporation or organizati

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report THE MIDDLEBY CORPORATION (Exact Name of Registrant as Specified in its Charter)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report THE MIDDLEBY CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 1-9973 (State or Other Jurisdiction of Incorporation or Organization) (Commission File Number) 36-3352497 (IRS Employer Identification Number) 1400 Toastmaster Drive Elgin, Illinois 60120 (Address of P

Conflict Minerals Report as required by Items 1.01 and 1.02 of this Form.

Exhibit 1.01 The Middleby Corporation Conflict Minerals Report For the year ended December 31, 2024 This report for the year ended December 31, 2024 is presented to comply with Section 13(p) of the Securities Exchange Act of 1934, as amended (the Exchange Act) and Rule 13p-1 under the Exchange Act (the Rule) and Form SD thereunder. The Rule was adopted by the Securities and Exchange Commission (SE

Current Report

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): May 16, 2025 THE MIDDLEBY CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 001-9973 36-3352497 (State or other jurisdiction of incorporation or organization

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 29, 2025 ☐ Transition Report P

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 29, 2025 or ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission File No. 1-9973 THE MIDDLEBY CORPORATION (Exact name of registrant

The Middleby Corporation Reports First Quarter Results and Board of Directors Increases Share Buyback Authorization to 21% of Equity

1400 Toastmaster Drive, Elgin, Illinois 60120 (847) 741-3300 www.middleby.com The Middleby Corporation Reports First Quarter Results and Board of Directors Increases Share Buyback Authorization to 21% of Equity •Prioritization of Free Cash Flow to Accelerate Share Repurchases •Increase of Shares Available for Buyback to 11.4 million shares, an increase of 7.5 million shares •Operating income of $1

Results of Operations and Financial Condition

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): May 7, 2025 THE MIDDLEBY CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 001-9973 36-3352497 (State or other jurisdiction of incorporation or organization)

This is Middleby Proxy Summary Proposal No. 1 Election of Directors Governance Executive Officers Proposal No. 2 Advisory Vote to Approve Executive Compensation Executive Compensation Executive Compensation Tables Security Ownership of Certain Benefi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )

THE MIDDLEBY CORPORATION - DEFA 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No.

Form of Restricted Stock Unit Award Agreement for Non-Employee Directors for The Middleby Corporation 20

Exhibit 10.5 THE MIDDLEBY CORPORATION 2021 LONG-TERM INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT FOR NON-EMPLOYEE DIRECTORS This RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”), dated as of the day of , 20 (the “Date of Grant”) is entered into by and between The Middleby Corporation, a Delaware corporation (the “Company”) and [] (the “Grantee” and, together with the Company, the

Clawback Policy

EXHIBIT 97.1 Clawback Policy Introduction The Board of Directors (the “Board”) of The Middleby Corporation (the “Company”) believes that it is in the best interests of the Company and its shareholders to create and maintain a culture that emphasizes integrity and accountability and that reinforces the Company’s pay-for-performance compensation philosophy. The Board has therefore adopted this polic

List of subsidiaries.

EXHIBIT 21.1 Subsidiaries of The Middleby Corporation(1) State/Country of Name of Subsidiary Incorporation/Organization AGA Home, Inc. Delaware AGA Rangemaster Group Ltd United Kingdom AGA Rangemaster Ltd United Kingdom AGA Rangemaster Properties Ltd United Kingdom AGA Ranges, Inc. Delaware AGA Rayburn Ltd United Kingdom Alkar Holdings, Inc. Wisconsin Alkar-RapidPak, Inc. Wisconsin American Perman

Insider Trading

Exhibit 19.1 THE MIDDLEBY CORPORATION INSIDER TRADING COMPLIANCE PROGRAM In order to promote compliance with applicable securities laws by The Middleby Corporation (the “Company”) and its officers, directors, employees and other related individuals, the Company has adopted the policies and procedures described in this memorandum. I. Adoption of Insider Trading Policy. The Company has adopted the I

Form of Restricted Stock Unit Award Agreement for The Middleby Corporation 20

Exhibit 10.4 THE MIDDLEBY CORPORATION 2021 LONG-TERM INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT This RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”), dated as of the day of , 20 (the “Date of Grant”) is entered into by and between The Middleby Corporation, a Delaware corporation (the “Company”) and [] (the “Grantee” and, together with the Company, the “Parties”). RECITALS Pursua

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. For the Fiscal Year Ended December 28, 2024 or ☐ Transition Report Pursuant to S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. For the Fiscal Year Ended December 28, 2024 or ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission File No.1-9973 THE MIDDLEBY CORPORATION (Exact name of Registrant as specified in

Results of Operations and Financial Condition

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): February 25, 2025 THE MIDDLEBY CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 001-9973 36-3352497 (State or other jurisdiction of incorporation or organiz

Forward-Looking Statements This presentation contains "forward-looking statements" subject to the Private Securities Litigation Reform Act of 1995. These forward-looking statements involve known and unknown risks, uncertainties and other factors, whi

Strategic Review Update: Middleby to Separate Food Processing Business into Standalone Public Company Exhibit 99.

Middleby Announces Intent to Separate Food Processing Business into a Standalone Public Company, Creating Independent Innovative Leaders in the Kitchen Equipment and Food Processing Industries Food Processing to be a Fast-Growing and Nimble Standalon

Exhibit 99.2 1400 Toastmaster Drive, Elgin, Illinois 60120 (847) 741-3300 www.middleby.com Middleby Announces Intent to Separate Food Processing Business into a Standalone Public Company, Creating Independent Innovative Leaders in the Kitchen Equipment and Food Processing Industries Food Processing to be a Fast-Growing and Nimble Standalone Business with Best-in-Class Technologies for Industrial P

Middleby Appoints Ed Garden and Julie Bowerman to its Board of Directors

Exhibit 99.1 1400 Toastmaster Drive, Elgin, Illinois 60120 (847) 741-3300 www.middleby.com Middleby Appoints Ed Garden and Julie Bowerman to its Board of Directors ELGIN, Ill., February 25, 2025 – The Middleby Corporation (NASDAQ: MIDD), a leading worldwide manufacturer of equipment for commercial foodservice, residential kitchens and food processing industries, today announced the appointment of

The Middleby Corporation Reports Fourth Quarter Results

1400 Toastmaster Drive, Elgin, Illinois 60120 (847) 741-3300 www.middleby.com The Middleby Corporation Reports Fourth Quarter Results •Net sales of $1,014 million •Diluted earnings per share of $2.07 and adjusted net earnings per share of $2.88 •Operating income of $170 million and 16.8% of net sales •Record Adjusted EBITDA of $251 million and organic adjusted EBITDA margin of 24.8% •Record operat

Regulation FD Disclosure, Entry into a Material Definitive Agreement

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): February 24, 2025 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

Cooperation Agreement, dated February 24, 2025, by and among Garden Investment Management, L.P. and The Middleby Corporation.

Exhibit 10.1 Execution Version COOPERATION AGREEMENT This Cooperation Agreement, dated February 24, 2025 (this “Agreement”), is by Garden Investment Management, L.P. (“GI”) and The Middleby Corporation (the “Company”). WHEREAS, on the date hereof GI and its Affiliates (as defined below) have a combined beneficial and economic ownership interest in or exposure to 2,635,866 shares of common stock of

Middleby Confirms Ongoing Strategic Review of Business Portfolio as Part of Board of Directors’ Efforts to Maximize Shareholder Value

Exhibit 99.1 Middleby Confirms Ongoing Strategic Review of Business Portfolio as Part of Board of Directors’ Efforts to Maximize Shareholder Value ELGIN, Ill., January 27, 2025 – The Middleby Corporation (“Middleby,” “The Company”) (NASDAQ: MIDD), a leading worldwide manufacturer of equipment for the commercial foodservice, food processing, and residential kitchen industries, today confirmed that,

Current Report

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): January 27, 2025 THE MIDDLEBY CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 1-9973 36-3352497 (State or Other Jurisdiction of Incorporation) (Commission

EXHIBIT 99.1

EX-99.1 2 s013024b.htm EXHIBIT 99.1 EXHIBIT 99.1 The identity and the Item 3 classification of the relevant subsidiary are: Select Equity Group, L.P., which is an Investment Adviser in accordance with Rule 13d-1(b)(1)(ii)(E).

MIDD / The Middleby Corporation / Select Equity Group, L.P. - SCHEDULE 13G (AMENDMENT NO. 3) Passive Investment

SC 13G/A 1 s013024a.htm SCHEDULE 13G (AMENDMENT NO. 3) SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3)* The Middleby Corporation (Name of Issuer) Common Stock (Title of Class of Securities) 596278101 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of This Statement) Check the appropriate box t

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 28, 2024 ☐ Transition Repo

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 28, 2024 or ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission File No. 1-9973 THE MIDDLEBY CORPORATION (Exact name of regist

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): October 31, 2024 THE MIDDLEBY COR

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): October 31, 2024 THE MIDDLEBY CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 001-9973 36-3352497 (State or other jurisdiction of incorporation or organiza

The Middleby Corporation Reports Third Quarter Results

1400 Toastmaster Drive, Elgin, Illinois 60120 (847) 741-3300 www.middleby.com The Middleby Corporation Reports Third Quarter Results •Net sales of $943 million •Diluted earnings per share of $2.11 and adjusted net earnings per share of $2.33 •Operating income of $173 million and 18.4% of net sales •Adjusted EBITDA of $213 million and organic adjusted EBITDA margin of 22.6% •Operating cash flows of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 29, 2024 ☐ Transition Report Pu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 29, 2024 or ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission File No. 1-9973 THE MIDDLEBY CORPORATION (Exact name of registrant

LETTER

August 6, 2024 Bryan Mittelman Chief Financial Officer Middleby Corp 1400 Toastmaster Drive Elgin, IL 60120 Re: Middleby Corp Form 10-K for the Year Ended December 30, 2023 Filed on February 28, 2024 Form 8-K Dated May 8, 2024 Filed on May 8, 2024 File No.

The Middleby Corporation Reports Second Quarter Results

1400 Toastmaster Drive, Elgin, Illinois 60120 (847) 741-3300 www.middleby.com The Middleby Corporation Reports Second Quarter Results •Net sales of $992 million •Diluted earnings per share of $2.13 and adjusted net earnings per share of $2.39 •Operating income of $176 million and 17.7% of net sales •Adjusted EBITDA of $216 million and organic adjusted EBITDA margin of 21.8% •Operating cash flows o

Results of Operations and Financial Condition

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): August 1, 2024 THE MIDDLEBY CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 001-9973 36-3352497 (State or other jurisdiction of incorporation or organizati

July 25, 2024

File No. 001-09973 July 25, 2024 VIA EDGAR Joseph Kempf Division of Corporation Finance Office of Technology U.S. Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Re: Middleby Corp Form 10-K for the Year Ended December 30, 2023 Filed February 28, 2024 Form 8-K Dated May 8, 2024 Filed on May 8, 2024 File No. 001-09973 —————————————————————————————————————————— Dear Joseph

LETTER

July 11, 2024 Bryan Mittelman Chief Financial Officer Middleby Corp 1400 Toastmaster Drive Elgin, IL 60120 Re: Middleby Corp Form 10-K for the Year Ended December 30, 2023 Filed on February 28, 2024 Form 8-K Dated May 8, 2024 Filed on May 8, 2024 File No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report THE MIDDLEBY CORPORATION (Exact Name of Registrant as Specified in its Charter)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report THE MIDDLEBY CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 1-9973 (State or Other Jurisdiction of Incorporation) (Commission File Number) 1400 Toastmaster Drive Elgin, Illinois 60120 (Address of Principal Executive Offices) (Zip Code) Jeff Craig The Middleby C

Conflict Minerals Report as required by Items 1.01 and 1.02 of this Form.

Exhibit 1.01 The Middleby Corporation Conflict Minerals Report For the year ended December 31, 2023 This report for the year ended December 31, 2023 is presented to comply with Section 13(p) of the Securities Exchange Act of 1934 and Rule 13p-1 (the Rule) and Form SD thereunder. The Rule was adopted by the Securities and Exchange Commission (SEC) to implement reporting and disclosure requirements

Current Report

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): May 14, 2024 THE MIDDLEBY CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 001-9973 36-3352497 (State or other jurisdiction of incorporation or organization

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 30, 2024 ☐ Transition Report P

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 30, 2024 or ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission File No. 1-9973 THE MIDDLEBY CORPORATION (Exact name of registrant

Results of Operations and Financial Condition

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): May 8, 2024 THE MIDDLEBY CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 001-9973 36-3352497 (State or other jurisdiction of incorporation or organization)

The Middleby Corporation Reports First Quarter Results

1400 Toastmaster Drive, Elgin, Illinois 60120 (847) 741-3300 www.middleby.com The Middleby Corporation Reports First Quarter Results •Net sales of $927 million •Adjusted EBITDA of $186 million •Organic adjusted EBITDA margin of 20.1% •Operating cash flows of $141 million •Diluted earnings per share of $1.59 and adjusted net earnings per share of $1.89 •Net leverage reduced to 2.4x Elgin, Ill, May

EXHIBIT 99.1

EX-99.1 2 s040224b.htm EXHIBIT 99.1 EXHIBIT 99.1 The identity and the Item 3 classification of the relevant subsidiary are: Select Equity Group, L.P., which is an Investment Adviser in accordance with Rule 13d-1(b)(1)(ii)(E).

MIDD / The Middleby Corporation / Select Equity Group, L.P. - SCHEDULE 13G (AMENDMENT NO. 2) Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* The Middleby Corporation (Name of Issuer) Common Stock (Title of Class of Securities) 596278101 (CUSIP Number) March 31, 2024 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is fil

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No.

COURTESY PDF OF PROXY STATEMENT

This is Middleby Proxy Summary Proposal No. 1 Governance Executive Officers Proposal No. 2 Executive Compensation Executive Compensation Tables Security Ownership of Certain Beneficial Owners and Management Delinquent Section 16(a) Reports Proposal N

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. For the Fiscal Year Ended December 30, 2023 or ☐ Transition Report Pursuant to S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. For the Fiscal Year Ended December 30, 2023 or ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission File No. 1-9973 THE MIDDLEBY CORPORATION (Exact name of Registrant as specified i

Clawback Policy

EXHIBIT 97 Clawback Policy Introduction The Board of Directors (the “Board”) of The Middleby Corporation (the “Company”) believes that it is in the best interests of the Company and its shareholders to create and maintain a culture that emphasizes integrity and accountability and that reinforces the Company’s pay-for-performance compensation philosophy.

List of subsidiaries.

EXHIBIT 21 Subsidiaries of The Middleby Corporation(1) State/Country of Name of Subsidiary Incorporation/Organization AGA Home, Inc.

The Middleby Corporation Reports Fourth Quarter Results

Exhibit 99.1 The Middleby Corporation Reports Fourth Quarter Results • Record Q4 Adjusted EBITDA of $235 million, a 1% increase year over year • Record YTD Adjusted EBITDA of $900 million, a 6% increase year over year • Record operating cash flows of $256 million for the quarter and $629 million for the year • Profitability grew to an organic adjusted EBITDA margin of 23.6% compared to 22.6% in th

Results of Operations and Financial Condition

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): February 20, 2024 THE MIDDLEBY CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 001-9973 36-3352497 (State or Other Jurisdiction of Incorporation) (Commissi

EXHIBIT 99.1

EX-99.1 2 s013024b.htm EXHIBIT 99.1 EXHIBIT 99.1 The identity and the Item 3 classification of the relevant subsidiary are: Select Equity Group, L.P., which is an Investment Adviser in accordance with Rule 13d-1(b)(1)(ii)(E).

MIDD / The Middleby Corporation / Select Equity Group, L.P. - SCHEDULE 13G (AMENDMENT NO. 1) Passive Investment

SC 13G/A 1 s013024a.htm SCHEDULE 13G (AMENDMENT NO. 1) SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* The Middleby Corporation (Name of Issuer) Common Stock (Title of Class of Securities) 596278101 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to

MIDD / The Middleby Corporation / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SC 13G/A 1 tv01459-middlebycorpthe.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 11)* Name of issuer: Middleby Corp/The Title of Class of Securities: Common Stock CUSIP Number: 596278101 Date of Event Which Requires Filing of this Statement: December 29, 2023 Check the appropriate box to designate

MIDD / The Middleby Corporation / GOLDMAN SACHS GROUP INC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* MIDDLEBY CORP - (Name of Issuer) Common Stock - (Title of Class of Securities) 596278101 - (CUSIP Number) December 29, 2023 - (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this S

MIDD / The Middleby Corporation / WELLINGTON MANAGEMENT GROUP LLP - SEC SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2 )* The Middleby Corporation (Name of Issuer) Common Stock (Title of Class of Securities) 596278101 (CUSIP Number) December 29, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which th

MIDD / The Middleby Corporation / VICTORY CAPITAL MANAGEMENT INC Passive Investment

SC 13G 1 middlebycorp13g123123.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Middleby Corp (Name of Issuer) Common Stock (Title of Class of Securities) 596278101 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rul

MIDD / The Middleby Corporation / BlackRock Inc. Passive Investment

SC 13G/A 1 us5962781010012524.txt us5962781010012524.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No: 3) MIDDLEBY Corp - (Name of Issuer) Common Stock - (Title of Class of Securities) 596278101 - (CUSIP Number) December 31, 2023 - (Date of Event Which Requires Filing of this Statement) Check the appropriate box to d

Middleby Appoints Stephen Scherger and Tejas Shah to its Board of Directors

Exhibit 99.1 1400 Toastmaster Drive, Elgin, Illinois 60120 • (847) 741-3300 www.middleby.com Middleby Appoints Stephen Scherger and Tejas Shah to its Board of Directors Elgin, Ill., January 16, 2024 – The Middleby Corporation (NASDAQ: MIDD) today announced the expansion of its Board of Directors with the appointment of Stephen Scherger and Tejas Shah. Mr. Scherger is Chief Financial Officer of Gra

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): January 12, 2024 THE MIDDLEBY CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 1-9973 36-3352497 (State or Other Jurisdiction of Incorporation) (Commission

LETTER

United States securities and exchange commission logo December 5, 2023 Bryan Mittelman Chief Financial Officer The Middleby Corporation 1400 Toastmaster Drive Elgin, IL 60120 Re: The Middleby Corporation Form 10-K For Fiscal Year Ended December 31, 2022 Response Dated November 24, 2023 File No.

CORRESP

November 24, 2023 File No. 001-09973 VIA EDGAR Charli Gibbs-Tabler Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Re: The Middleby Corporation Form 10-K For Fiscal Year Ended December 31, 2022 Filed March 1, 2023 File No. 001-09973 Dear Charli Gibbs-Tabler: Set forth below is the response of The Middleby Corporation (the "Company") t

LETTER

United States securities and exchange commission logo November 9, 2023 Bryan Mittelman Chief Financial Officer The Middleby Corporation 1400 Toastmaster Drive Elgin, IL 60120 Re: The Middleby Corporation Form 10-K For Fiscal Year Ended December 31, 2022 Response Dated October 26, 2023 File No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2023 ☐ Transition Repo

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2023 or ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission File No. 1-9973 THE MIDDLEBY CORPORATION (Exact name of regist

The Middleby Corporation Reports Third Quarter Results

Exhibit 99.1 The Middleby Corporation Reports Third Quarter Results Record Q3 Adjusted EBITDA of $224 million, an $11 million increase year over year Record LTM Adjusted EBITDA of $896 million, an $83 million over the prior year LTM Record operating cash flows of $219 million for the quarter and $532 million for the Q3 LTM Profitability grew to an organic adjusted EBITDA margin of 23.0% compared t

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): November 8, 2023 THE MIDDLEBY CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 001-9973 36-3352497 (State or Other Jurisdiction (Commission File Number) (IR

CORRESP

October 26, 2023 File No. 001-09973 VIA EDGAR Charli Gibbs-Tabler Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Re: The Middleby Corporation Form 10-K For Fiscal Year Ended December 31, 2022 Filed March 1, 2023 File No. 001-09973 Dear Charli Gibbs-Tabler: Set forth below is the response of The Middleby Corporation (the "Company") to

LETTER

United States securities and exchange commission logo October 13, 2023 Bryan Mittelman Chief Financial Officer The Middleby Corporation 1400 Toastmaster Drive Elgin, IL 60120 Re: The Middleby Corporation Form 10-K For Fiscal Year Ended December 31, 2022 Response Dated October 6, 2023 File No.

CORRESP

October 6, 2023 File No. 001-09973 VIA EDGAR Charli Gibbs-Tabler Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Re: The Middleby Corporation Form 10-K For Fiscal Year Ended December 31, 2022 Filed March 1, 2023 File No. 001-09973 Dear Charli Gibbs-Tabler: Set forth below is the response of The Middleby Corporation (the “Company”) to

LETTER

United States securities and exchange commission logo September 22, 2023 Bryan Mittelman Chief Financial Officer The Middleby Corporation 1400 Toastmaster Drive Elgin, Illinois 60120 Re: The Middleby Corporation Form 10-K For Fiscal Year Ended December 31, 2022 Filed March 1, 2023 File No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended July 1, 2023 ☐ Transition Report Pur

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended July 1, 2023 or ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission File No. 1-9973 THE MIDDLEBY CORPORATION (Exact name of registrant a

The Middleby Corporation Reports Record Second Quarter Results

Exhibit 99.1 The Middleby Corporation Reports Record Second Quarter Results Revenue of $1,040 million, a 3% increase year over year Diluted Earnings per share of $2.16 and adjusted net earnings per share of $2.47, an increase of 11% year over year Adjusted EBITDA of $229 million, a 9% increase year over year Profitability grew to an organic adjusted EBITDA margin of 22.0% compared to 20.7% in the

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): August 3, 2023 THE MIDDLEBY CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 001-9973 36-3352497 (State or Other Jurisdiction (Commission File Number) (IRS

Conflict Minerals Report as required by Items 1.01 and 1.02 of this Form.

EX-1.01 2 exhibit1012023.htm EX-1.01 Exhibit 1.01 The Middleby Corporation Conflict Minerals Report For the year ended December 31, 2022 This report for the year ended December 31, 2022 is presented to comply with Section 13(p) of the Securities Exchange Act of 1934 and Rule 13p-1 (the Rule) and Form SD thereunder. The Rule was adopted by the Securities and Exchange Commission (SEC) to implement r

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report THE MIDDLEBY CORPORATION (Exact Name of Registrant as Specified in its Charter)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report THE MIDDLEBY CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 1-9973 (State or Other Jurisdiction of Incorporation) (Commission File Number) 1400 Toastmaster Drive Elgin, Illinois 60120 (Address of Principal Executive Offices) (Zip Code) Jeff Craig The Middleby C

Middleby Announces Corporate Officer Retirement and Additions -Martin Lindsay Retires, Brittany Cerwin and Matthew Fuchsen Named Company Officers-

EX-99.1 Exhibit 99.1 1400 Toastmaster Drive, Elgin, Illinois 60120 • (847) 741-3300 www.middleby.com Middleby Announces Corporate Officer Retirement and Additions -Martin Lindsay Retires, Brittany Cerwin and Matthew Fuchsen Named Company Officers- Elgin Ill. (May 16, 2023) – Middleby (NASDAQ: MIDD) announced today the retirement of Chief Risk and Administration Officer Martin M. Lindsay and the ap

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): May 16, 2023 THE MIDDLEBY CORPORA

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): May 16, 2023 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

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): May 16, 2023 THE MIDDLEBY CORPORA

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): May 16, 2023 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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended April 1, 2023 ☐ Transition Report Pu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended April 1, 2023 or ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission File No. 1-9973 THE MIDDLEBY CORPORATION (Exact name of registrant

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): May 10, 2023 THE MIDDLEBY CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 001-9973 36-3352497 (State or Other Jurisdiction (Commission File Number) (IRS Em

The Middleby Corporation Reports Record First Quarter Results

Exhibit 99.1 The Middleby Corporation Reports Record First Quarter Results Revenue of $1,007 million, a 1% increase year over year Diluted Earnings per share of $1.82 and adjusted net earnings per share of $2.19, an increase of 3% year over year Adjusted EBITDA of $210 million, a 6% increase year over year Profitability grew to an organic adjusted EBITDA margin of 21.1% compared to 19.8% in the pr

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No.

COURTESY PDF OF PROXY STATEMENT

2023 PROXY STATEMENT Annual Meeting May 16, 2023 10:00 a.m., CDTThis is Middleby Middleby is a world leader in delivering advanced innovation and solutions for commercial, residential, and industrial foodservice. The company is proud to be built on trusted, long-standing relationships with industry partners, employees and shareholders. We are committed to delivering new, innovative solutions to th

This is Middleby Proxy Summary Proposal No. 1 Election of Directors Governance Executive Officers Proposal No. 2 Advisory Vote on Executive Compensation Executive Compensation Executive Compensation Tables Security Ownership of Certain Beneficial Own

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. For the Fiscal Year Ended December 31, 2022 or ☐ Transition Report Pursuant to S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. For the Fiscal Year Ended December 31, 2022 or ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission File No. 1-9973 THE MIDDLEBY CORPORATION (Exact name of Registrant as specified i

List of subsidiaries.

EXHIBIT 21 Subsidiaries of The Middleby Corporation(1) State/Country of Name of Subsidiary Incorporation/Organization A&J Manufacturing, LLC (Florida) Florida A&J Manufacturing, LLC (Georgia) Georgia AGA Rangemaster Group Ltd United Kingdom AGA Rangemaster Ltd United Kingdom AGA Rangemaster Properties Ltd United Kingdom AGA Rayburn Ltd United Kingdom Alkar Holdings, Inc.

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): February 21, 2023 THE MIDDLEBY CO

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): February 21, 2023 THE MIDDLEBY CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 001-9973 36-3352497 (State or Other Jurisdiction (Commission File Number) (I

The Middleby Corporation Reports Record Fourth Quarter Results

Exhibit 99.1 The Middleby Corporation Reports Record Fourth Quarter Results Revenue of $1,032 million, a 19.1% increase year over year Diluted Earnings per share of $2.45 and adjusted net earnings per share of $2.57, an increase of 21.8% year over year Adjusted EBITDA of $234 million, a 21.0% increase year over year Profitability grew to an organic adjusted EBITDA margin of 23.8% Completed the acq

AGREEMENT OF REPORTING PERSONS

EX-99.2 3 m020823c.htm EXHIBIT 99.2 EXHIBIT 99.2 AGREEMENT OF REPORTING PERSONS The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. Th

EXHIBIT 99.1

EX-99.1 2 m020823b.htm EXHIBIT 99.1 EXHIBIT 99.1 The identity and the Item 3 classification of the relevant subsidiary are: Select Equity Group, L.P., which is an Investment Adviser in accordance with Rule 13d-1(b)(1)(ii)(E).

MIDD / Middleby Corp / Select Equity Group, L.P. - SCHEDULE 13G Passive Investment

SC 13G 1 m020823a.htm SCHEDULE 13G SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* The Middleby Corporation (Name of Issuer) Common Stock (Title of Class of Securities) 596278101 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the rule p

MIDD / Middleby Corp / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SC 13G/A 1 tv01426-middlebycorp.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 10)* Name of issuer: Middleby Corp. Title of Class of Securities: Common Stock CUSIP Number: 596278101 Date of Event Which Requires Filing of this Statement: December 30, 2022 Check the appropriate box to designate the r

MIDD / Middleby Corp / WELLINGTON MANAGEMENT GROUP LLP - SEC SCHEDULE 13G Passive Investment

SC 13G/A 1 SEC13GFiling.htm SEC SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1 )* The Middleby Corporation (Name of Issuer) Common Stock (Title of Class of Securities) 596278101 (CUSIP Number) December 30, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate b

MIDD / Middleby Corp / BlackRock Inc. Passive Investment

SC 13G/A 1 us5962781010020323.txt us5962781010020323.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No: 2) MIDDLEBY Corp - (Name of Issuer) Common Stock - (Title of Class of Securities) 596278101 - (CUSIP Number) December 31, 2022 - (Date of Event Which Requires Filing of this Statement) Check the appropriate box to d

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended October 1, 2022 ☐ Transition Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended October 1, 2022 or ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission File No. 1-9973 THE MIDDLEBY CORPORATION (Exact name of registran

The Middleby Corporation Reports Third Quarter Results

Exhibit 99.1 The Middleby Corporation Reports Third Quarter Results Revenue of $993 million, a 21.5% increase year over year Diluted Earnings per share of $1.92 and adjusted net earnings per share of $2.18, an increase of 13.5% year over year Adjusted EBITDA of $212 million, a 23.3% increase year over year Profitability grew to an organic adjusted EBITDA margin of 22.6% Completed the acquisition o

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): November 9, 2022 THE MIDDLEBY CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 001-9973 36-3352497 (State or Other Jurisdiction (Commission File Number) (IR

LETTER

United States securities and exchange commission logo October 13, 2022 Bryan E. Mittelman Chief Financial Officer The Middleby Corporation 1400 Toastmaster Drive Elgin, Illinois 60120 Re: The Middleby Corporation Form 10-K for the year ended January 1, 2022 File No. 001-09973 Dear Bryan E. Mittelman: We have completed our review of your filing. We remind you that the company and its management are

CORRESP

October 4, 2022 File No. 001-09973 VIA EDGAR Eric McPhee Division of Corporate Finance U.S. Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Re: The Middleby Corporation Form 10-K for Fiscal Year Ended January 1, 2022 Filed March 2, 2022 File No. 001-9973 Dear Eric McPhee: Set forth below is the response of The Middleby Corporation (the "Company") to the comment letter of

LETTER

United States securities and exchange commission logo September 28, 2022 Bryan E. Mittelman Chief Financial Officer The Middleby Corporation 1400 Toastmaster Drive Elgin, Illinois 60120 Re: The Middleby Corporation Form 10-K for the year ended January 1, 2022 File No. 001-09973 Dear Bryan E. Mittelman: We have limited our review of your filing to the financial statements and related disclosures an

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended July 2, 2022 ☐ Transition Report Pur

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended July 2, 2022 or ? Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission File No. 1-9973 THE MIDDLEBY CORPORATION (Exact name of registrant a

The Middleby Corporation Reports Second Quarter Results

Exhibit 99.1 The Middleby Corporation Reports Second Quarter Results ELGIN, Ill,-(BUSINESS WIRE)-August 4, 2022-The Middleby Corporation (NASDAQ: MIDD), a leading worldwide manufacturer of equipment for the commercial foodservice, food processing, and residential kitchen industries, today reported net earnings for the 2022 second quarter of $113.2 million or $2.07 diluted earnings per share on net

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): August 4, 2022 THE MIDDLEBY CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 001-9973 36-3352497 (State or Other Jurisdiction (Commission File Number) (IRS

Conflict Minerals Report as required by Items 1.01 and 1.02 of this Form.

EX-1.01 2 exhibit1012022.htm EX-1.01 Exhibit 1.01 The Middleby Corporation Conflict Minerals Report For the year ended December 31, 2021 This report for the year ended December 31, 2021 is presented to comply with Section 13(p) of the Securities Exchange Act of 1934 and Rule 13p-1 (the Rule) and Form SD thereunder. The Rule was adopted by the Securities and Exchange Commission (SEC) to implement r

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report THE MIDDLEBY CORPORATION (Exact Name of Registrant as Specified in its Charter)

SD 1 formsd2022.htm SD UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report THE MIDDLEBY CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 1-9973 (State or Other Jurisdiction of Incorporation) (Commission File Number) 1400 Toastmaster Drive Elgin, Illinois 60120 (Address of Principal Executive Offices) (Zip Code) Je

Other Events, Submission of Matters to a Vote of Security Holders

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): May 16, 2022 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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended April 2, 2022 ☐ Transition Report Pu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended April 2, 2022 or ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission File No. 1-9973 THE MIDDLEBY CORPORATION (Exact name of registrant

The Middleby Corporation Reports First Quarter Results

Exhibit 99.1 The Middleby Corporation Reports First Quarter Results ELGIN, Ill.-(BUSINESS WIRE)-May 10, 2022-The Middleby Corporation (NASDAQ: MIDD), a leading worldwide manufacturer of equipment for the commercial foodservice, food processing, and residential kitchen industries, today reported net earnings for the 2022 first quarter of $85.8 million or $1.52 diluted earnings per share on net sale

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): May 10, 2022 THE MIDDLEBY CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 001-9973 36-3352497 (State or Other Jurisdiction (Commission File Number) (IRS Em

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No.

COURTESY PDF OF PROXY STATEMENT

Proxy Summary Proposal No. 1 Election of Directors Governance Executive Officers Proposal No. 2 Advisory Vote on Executive Compensation Executive Compensation Executive Compensation Tables Security Ownership of Certain Beneficial Owners and Managemen

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): March 10, 2022 THE MIDDLEBY CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 1-9973 36-3352497 (State or Other Jurisdiction of Incorporation) (Commission Fi

Employment Agreement, dated as of March 10, 2022, by and among The Middleby Corporation, Middleby Marshall Inc. and Timothy J. FitzGerald incorporated by reference to the company's Form 8-K Exhibit 10.1, filed on March 14, 2022.

Exhibit 10.1 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this ?Agreement?) dated as of March 10, 2022 (the ?Effective Date?) is entered into by and among The Middleby Corporation, a Delaware corporation (the ?Company?), Middleby Marshall Inc., a Delaware corporation (?MMI?), (collectively the ?Employer?), and Timothy J. FitzGerald (?Employee?). R E C I T A L S The Employer was party to an empl

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. For the Fiscal Year Ended January 1, 2022 ☐ Transition Report Pursuant to Sectio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ? Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. For the Fiscal Year Ended January 1, 2022 or ? Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission File No. 1-9973 THE MIDDLEBY CORPORATION (Exact name of Registrant as specified in

List of subsidiaries

EXHIBIT 21 Subsidiaries of The Middleby Corporation(1) State/Country of Name of Subsidiary Incorporation/Organization A&J Manufacturing, LLC (Florida) Florida A&J Manufacturing, LLC (Georgia) Georgia AGA Rangemaster Group Ltd United Kingdom AGA Rangemaster Ltd United Kingdom AGA Rangemaster Properties Ltd United Kingdom AGA Rayburn Ltd United Kingdom Alkar Holdings, Inc.

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): February 22, 2022 THE MIDDLEBY CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 001-9973 36-3352497 (State or Other Jurisdiction (Commission File Number) (I

The Middleby Corporation Reports Fourth Quarter Results

Exhibit 99.1 The Middleby Corporation Reports Fourth Quarter Results ELGIN, Ill.-(BUSINESS WIRE)-February 22, 2022-The Middleby Corporation (NASDAQ: MIDD), a leading worldwide manufacturer of equipment for the commercial foodservice, food processing, and residential kitchen industries, today reported net earnings for the 2021 fourth quarter of $102.7 million or $1.80 diluted earnings per share on

MIDD / Middleby Corp / EdgePoint Investment Group Inc. - EP13GA Passive Investment

SC 13G/A 1 MIDD13G.xlsx.htm EP13GA UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 4) The Middleby Corporation (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 596278101 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check th

MIDD / Middleby Corp / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 9)* Name of issuer: Middleby Corp. Title of Class of Securities: Common Stock CUSIP Number: 596278101 Date of Event Which Requires Filing of this Statement: December 31, 2021 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ??Rule

MIDD / Middleby Corp / WELLINGTON MANAGEMENT GROUP LLP - SEC SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* The Middleby Corporation (Name of Issuer) Common Stock (Title of Class of Securities) 596278101 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this

MIDD / Middleby Corp / BlackRock Inc. Passive Investment

us5962781010020122.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No: 1) MIDDLEBY Corp - (Name of Issuer) Common Stock - (Title of Class of Securities) 596278101 - (CUSIP Number) December 31, 2021 - (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to whic

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended October 2, 2021 ☐ Transition Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended October 2, 2021 or ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission File No. 1-9973 THE MIDDLEBY CORPORATION (Exact name of registran

The Middleby Corporation Reports Third Quarter Results

Exhibit 99.1 The Middleby Corporation Reports Third Quarter Results ELGIN, Ill.-(BUSINESS WIRE)-November 9, 2021-The Middleby Corporation (NASDAQ: MIDD), a leading worldwide manufacturer of equipment for the commercial foodservice, food processing, and residential kitchen industries, today reported net earnings for the 2021 third quarter of $176.0 million or $3.09 diluted earnings per share on net

Results of Operations and Financial Condition

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): November 9, 2021 THE MIDDLEBY CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 001-9973 36-3352497 (State or Other Jurisdiction (Commission File Number) (IR

Eighth Amended and Restated Credit Agreement, dated as of October 21, 2021, among Middleby Marshall Inc., The Middleby Corporation, the Subsidiary Borrowers named therein, the lenders named therein and Bank of America, N.A., as administrative agent for the lenders.

Exhibit 10.1 Execution Version Published CUSIP Numbers: Deal: 59628EAL1 Revolver: 59628EAL1 Term: 59628EAL1 DDTL: 59628EAL1 EIGHTH AMENDED AND RESTATED CREDIT AGREEMENT dated as of October 21, 2021, among THE MIDDLEBY CORPORATION, as a Guarantor MIDDLEBY MARSHALL INC., and certain other subsidiaries of The Middleby Corporation, as Borrowers, VARIOUS FINANCIAL INSTITUTIONS, as Lenders, and BANK OF

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): October 21, 2021 THE MIDDLEBY CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 1-9973 36-3352497 (State or Other Jurisdiction of Incorporation) (Commission

As filed with the Securities and Exchange Commission on August 25, 2021

S-8 1 midd082021s-8.htm S-8 As filed with the Securities and Exchange Commission on August 25, 2021 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S–8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 THE MIDDLEBY CORPORATION (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or org

The Middleby Corporation Reports Second Quarter Results

Exhibit 99.1 The Middleby Corporation Reports Second Quarter Results ELGIN, Ill.-(BUSINESS WIRE)-August 12, 2021-The Middleby Corporation (NASDAQ: MIDD), a leading worldwide manufacturer of equipment for the commercial foodservice, food processing, and residential kitchen industries, today reported net earnings for the 2021 second quarter of $120.6 million or $2.13 diluted earnings per share on ne

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended July 3, 2021 ☐ Transition Report Pur

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended July 3, 2021 or ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission File No. 1-9973 THE MIDDLEBY CORPORATION (Exact name of registrant a

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): August 12, 2021 THE MIDDLEBY CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 001-9973 36-3352497 (State or Other Jurisdiction (Commission File Number) (IRS

THE MIDDLEBY CORPORATION 1400 Toastmaster Drive Elgin, IL 60120

THE MIDDLEBY CORPORATION 1400 Toastmaster Drive Elgin, IL 60120 VIA EDGAR July 14, 2021 United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

Termination of a Material Definitive Agreement

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): July 14, 2021 THE MIDDLEBY CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 1-9973 36-3352497 (State or Other Jurisdiction of Incorporation) (Commission Fil

Middleby Will Not Increase Offer to Acquire Welbilt

EX-99.1 2 d201539dex991.htm EX-99.1 Exhibit 99.1 1400 Toastmaster Drive, Elgin, Illinois 60120 | (847) 741-3300 www.middleby.com Middleby Will Not Increase Offer to Acquire Welbilt • Middleby Intends to Allow Merger Agreement to Terminate • $110 million Termination Fee to be Paid to Middleby • Middleby Remains Committed to Long-Standing M&A Strategy Elgin Ill. (July 13, 2021) – The Middleby Corpor

Financial Statements and Exhibits, Other Events

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): July 13, 2021 THE MIDDLEBY CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 1-9973 36-3352497 (State or Other Jurisdiction of Incorporation) (Commission Fil

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): July 13, 2021 THE MIDDLEBY CORPOR

425 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): July 13, 2021 THE MIDDLEBY CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 1-9973 36-3352497 (State or Other Jurisdiction of Incorporation) (Commission

Middleby Releases Updated Q2 and FY2021 Management Forecast; Reiterates Conviction Behind Superiority of Agreed Transaction with Welbilt

Exhibit 99.1 1400 Toastmaster Drive, Elgin, Illinois 60120 | (847) 741-3300 www.middleby.com Middleby Releases Updated Q2 and FY2021 Management Forecast; Reiterates Conviction Behind Superiority of Agreed Transaction with Welbilt Elgin Ill. (July 6, 2021) ? The Middleby Corporation (?Middleby? NASDAQ: MIDD) today is releasing its current Q2 2021 and fiscal year 2021 forecast, well ahead of prior m

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): July 6, 2021 THE MIDDLEBY CORPORA

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): July 6, 2021 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

Financial Statements and Exhibits, Other Events

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): July 6, 2021 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

MERGER PROPOSAL—YOUR VOTE IS VERY IMPORTANT

424B3 1 d223342d424b3.htm 424B3 Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-256653 MERGER PROPOSAL—YOUR VOTE IS VERY IMPORTANT Dear Stockholders of The Middleby Corporation and Welbilt, Inc.: On behalf of the boards of directors of The Middleby Corporation (“Middleby”) and Welbilt, Inc. (“Welbilt”), we are pleased to enclose the accompanying joint proxy statement/prospe

Consent of Morgan Stanley & Co. LLC.

Exhibit 99.2 Consent of Morgan Stanley & Co. LLC We hereby consent to the use in Amendment No. 1 to the Registration Statement of The Middleby Corporation on Form S-4 (the ?Registration Statement?) and in the Joint Proxy Statement/Prospectus of Welbilt, Inc. and The Middleby Corporation, which is part of the Registration Statement, of our opinion dated April 20, 2021 appearing as Annex C to such J

Form of Proxy Card for Special Meeting of The Middleby Corporation.

Exhibit 99.5 THE MIDDLEBY CORPORATION 1400 TOASTMASTER DRIVE ELGIN, IL 60120 VOTE BY INTERNET Before The Meeting?Go to www.proxyvote.com Use the Internet to transmit your voting instructions and for electronic delivery of information. Vote by 11:59 p.m. Eastern Time on July 20, 2021. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to

THE MIDDLEBY CORPORATION 1400 Toastmaster Drive Elgin, IL 60120

THE MIDDLEBY CORPORATION 1400 Toastmaster Drive Elgin, IL 60120 VIA EDGAR June 9, 2021 United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

Consent of Guggenheim Securities, LLC.

EX-99.1 4 d223342dex991.htm EX-99.1 Exhibit 99.1 Guggenheim Securities, LLC 330 Madison Avenue New York, New York 10017 GuggenheimPartners.com June 8, 2021 The Board of Directors The Middleby Corporation 1400 Toastmaster Drive Elgin, Illinois 60120 Re: Consent for Fairness Opinion Disclosure Members of the Board: Guggenheim Securities, LLC (“Guggenheim Securities”) hereby consents to (i) the inclu

As filed with the Securities and Exchange Commission on June 8, 2021

Table of Contents As filed with the Securities and Exchange Commission on June 8, 2021 No.

Form of Proxy Card for Special Meeting of Welbilt, Inc.

Exhibit 99.6 VOTE BY INTERNET Before The Meeting - Go to www.proxyvote.com Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time on July 20, 2021. Have your proxy card in hand when you access the website and follow the instructions to obtain your records and to create an electronic voting instruction form. WELBILT, INC. 22

1 Investor Presentation June 2021 Exhibit 99.1 2 Disclaimer Forward-Looking Statements This presentation contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Secti

1 Investor Presentation June 2021 Exhibit 99.1 2 Disclaimer Forward-Looking Statements This presentation contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the ?Securities Act?), and Section 21E of the Exchange Act. Some of these forward-looking statements can be identified by the use of forward-looking words such as ?believes,? ?expect

Regulation FD Disclosure, Financial Statements and Exhibits

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 2, 2021 THE MIDDLEBY CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 1-9973 36-3352497 (State or other jurisdiction of incorporation or organization)

LETTER

United States securities and exchange commission logo June 1, 2021 Timothy J. FitzGerald Chief Executive Officer The Middleby Corporation 1400 Toastmaster Drive Elgin, Illinois 60120 Re: The Middleby Corporation Registration Statement on Form S-4 Filed May 28, 2021 File No. 333-256653 Dear Mr. FitzGerald: This is to advise you that we have not reviewed and will not review your registration stateme

Financial Statements and Exhibits, Other Events

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): May 28, 2021 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

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): May 28, 2021 THE MIDDLEBY CORPORA

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): May 28, 2021 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

Middleby Comments on Ali Group’s Unsolicited and Non-Binding Indication of Interest to Acquire Welbilt

Exhibit 99.1 May 28, 2021 Middleby Comments on Ali Group?s Unsolicited and Non-Binding Indication of Interest to Acquire Welbilt ? Middleby believes its proposal to merge with Welbilt provides a superior offer compared to Ali Group?s unsolicited non-binding indication of interest ? The unsolicited indication from Ali Group is both opportunistic and highly conditional with significant uncertainty ?

Consent of William C. Johnson to be named as a director upon the completion of the Merger.

Exhibit 99.3 The undersigned hereby consents to being named in this joint proxy statement/prospectus included in the Registration Statement on Form S-4 filed by The Middleby Corporation (including any amendments to such Registration Statement) in connection with the Agreement and Plan of Merger, dated as of April 20, 2021, by and among The Middleby Corporation, , Middleby Marshall Inc., Mosaic Mer

Consent of Guggenheim Securities, LLC.

Exhibit 99.1 Guggenheim Securities, LLC 330 Madison Avenue New York, New York 10017 GuggenheimPartners.com May 28, 2021 The Board of Directors The Middleby Corporation 1400 Toastmaster Drive Elgin, Illinois 60120 Re: Consent for Fairness Opinion Disclosure Members of the Board: Guggenheim Securities, LLC (?Guggenheim Securities?) hereby consents to (i) the inclusion of our opinion letter dated Apr

Consent of Cynthia M. Egnotovich to be named as a director upon the completion of the Merger.

Exhibit 99.4 The undersigned hereby consents to being named in this joint proxy statement/prospectus included in the Registration Statement on Form S-4 filed by The Middleby Corporation (including any amendments to such Registration Statement) in connection with the Agreement and Plan of Merger, dated as of April 20, 2021, by and among The Middleby Corporation, , Middleby Marshall Inc., Mosaic Mer

Power of Attorney (included on the signature page to Form S-4).

Table of Contents As filed with the Securities and Exchange Commission on May 28, 2021 No.

Consent of Morgan Stanley & Co. LLC.

Exhibit 99.2 Consent of Morgan Stanley & Co. LLC We hereby consent to the use in the Registration Statement of The Middleby Corporation on Form S-4 (the ?Registration Statement?) and in the Joint Proxy Statement/Prospectus of Welbilt, Inc. and The Middleby Corporation, which is part of the Registration Statement, of our opinion dated April 20, 2021 appearing as Annex C to such Joint Proxy Statemen

The Middleby Corporation Conflict Minerals Report For the year ended December 31, 2020

EX-1.01 2 exhibit101.htm EX-1.01 Exhibit 1.01 The Middleby Corporation Conflict Minerals Report For the year ended December 31, 2020 This report for the year ended December 31, 2020 is presented to comply with Section 13(p) of the Securities Exchange Act of 1934 and Rule 13p-1 (the Rule) and Form SD thereunder. The Rule was adopted by the Securities and Exchange Commission (SEC) to implement repor

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report THE MIDDLEBY CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 1-9973 36-3352497 (State or Other Jurisdiction (Com

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report THE MIDDLEBY CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 1-9973 36-3352497 (State or Other Jurisdiction (Commission File Number) (IRS Employer of Incorporation) Identification No.) 1400 Toastmaster Drive Elgin, Illinois 60120 (Address of Principal Executive

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended April 3, 2021 ☐ Transition Report Pu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended April 3, 2021 or ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission File No. 1-9973 THE MIDDLEBY CORPORATION (Exact name of registrant

Form of Restricted Stock Unit Award Agreement for Non-Employee Directors for The Middleby Corporation 2011 Long-Term Incentive Plan.

EX 10.2 THE MIDDLEBY CORPORATION 2011 LONG-TERM INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT FOR NON-EMPLOYEE DIRECTORS This RESTRICTED STOCK UNIT AWARD AGREEMENT (this ?Agreement?), dated as of the day of , 20 (the ?Date of Grant?) is entered into by and between The Middleby Corporation, a Delaware corporation (the ?Company?) and [] (the ?Grantee? and, together with the Company, the ?Part

Submission of Matters to a Vote of Security Holders

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): May 10, 2021 THE MIDDLEBY CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 1-9973 36-3352497 (State or other jurisdiction of incorporation or organization)

The Middleby Corporation Reports First Quarter Results

Exhibit 99.1 The Middleby Corporation Reports First Quarter Results ELGIN, Ill.-(BUSINESS WIRE)-May 6, 2021-The Middleby Corporation (NASDAQ: MIDD), a leading worldwide manufacturer of equipment for the commercial foodservice, food processing, and residential kitchen industries, today reported net earnings for the 2021 first quarter of $89.3 million or $1.59 diluted earnings per share on net sales

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): May 6, 2021 THE MIDDLEBY CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 001-9973 36-3352497 (State or Other Jurisdiction (Commission File Number) (IRS Emp

Merger Prospectus - 425

425 1 a21-1364914425.htm 425 Filed by The Middleby Corporation pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Welbilt, Inc. Commission File No.: 001-37548 Corporate Speakers: •Tim FitzGerald; Middleby Corporation; CEO • • • Bill Johnson; Welbilt Corporation; CEO Bryan

Merger Prospectus - 425

Filed by The Middleby Corporation pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Welbilt, Inc.

Merger Prospectus - 425

Filed by The Middleby Corporation pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Welbilt, Inc.

Merger Prospectus - 425

Filed by The Middleby Corporation pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Welbilt, Inc.

Voting and Support Agreement, dated as of April 20, 2021, by and among The Middleby Corporation and the Welbilt Significant Stockholders named therein.

Exhibit 10.1 Execution Version VOTING AND SUPPORT AGREEMENT This VOTING AND SUPPORT AGREEMENT (this ?Agreement?), dated as of April 20, 2021, is entered into by and among The Middleby Corporation, a Delaware corporation (?Parent?), and the undersigned stockholders (the ?Stockholders?) and beneficial owners (the ?Beneficial Owners? and together with the Stockholders, the ?Stockholder Parties?). Cap

1 Middleby Acquisition of Welbilt April 21, 2021

Exhibit 99.2 1 Middleby Acquisition of Welbilt April 21, 2021 2 Disclaimer Forward - Looking Statements This presentation contains forward - looking statements within the meaning of Section 27A of the Securities Act of 1933, as amende d (the ?Securities Act?), and Section 21E of the Exchange Act. Some of these forward - looking statements can be identified by the use of forward - looking words suc

Agreement and Plan of Merger, dated as of April 20, 2021, by and among The Middleby Corporation, Welbilt, Inc., Middleby Marshall Inc. and Mosaic Merger Sub, Inc.*

Exhibit 2.1 AGREEMENT AND PLAN OF MERGER By and Among THE MIDDLEBY CORPORATION, MIDDLEBY MARSHALL INC., MOSAIC MERGER SUB, INC. and WELBILT, INC. Dated as of April 20, 2021 TABLE OF CONTENTS Article I THE MERGER Section 1.1 The Merger 2 Section 1.2 The Closing 2 Section 1.3 Effective Time 2 Section 1.4 Certificate of Incorporation/Charter; Bylaws 2 Section 1.5 Board of Directors; Officers 2 Articl

The Middleby Corporation To Acquire Welbilt, Inc.

Exhibit 99.1 The Middleby Corporation To Acquire Welbilt, Inc. · Combination will create a premier food equipment company with a leading commercial foodservice portfolio · Combined business is well positioned to deliver enhanced value for customers through complementary, best-in-class products, unmatched service and forward-thinking technology solutions · Accelerates key investments in new product

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

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): April 21, 2021 (April 20, 2021) THE MIDDLEBY CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 1-9973 36-3352497 (State or Other Jurisdiction of Incorporatio

Merger Prospectus - 425

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): April 21, 2021 (April 20, 2021) THE MIDDLEBY CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 1-9973 36-3352497 (State or Other Jurisdiction of Incorporatio

2021 Long-Term Incentive Plan (incorporated by reference to Appendix A to the Registrant’s Definitive Proxy Statement on Schedule 14A filed with the Commission on March 31, 2021).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14A-6(E)(2)) Def

- COURTESY PDF OF PROXY STATEMENT

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- MIDDLEBY CORP - DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14A-6(E)(2)) Def

Description of the Company's Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934, incorporated by reference to the company's Form 10-K Exhibit 4.4 for the fiscal year ended January 2, 2021, filed on March 3, 2021.

Exhibit 4.4 Description of the Company?s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 The following summary of the rights of The Middleby Corporation?s (the ?Company?) Common Stock and Preferred Stock (each as defined below) does not purport to be complete. This description is based upon, and is qualified in its entirety by reference to, the Company?s Restate

List of subsidiaries of The Middleby Corporation (incorporated by reference to Exhibit 21 of Middleby’s Form 10-K filed on March 3, 2021).

EXHIBIT 21 Subsidiaries of The Middleby Corporation(1) State/Country of Name of Subsidiary Incorporation/Organization AGA Rangemaster Group Ltd United Kingdom AGA Rangemaster Ltd United Kingdom AGA Rangemaster Properties Ltd United Kingdom AGA Rayburn Ltd United Kingdom Alkar Holdings, Inc.

Annual Report - 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ? Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. For the Fiscal Year Ended January 2, 2021 or ? Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission File No. 1-9973 THE MIDDLEBY CORPORATION (Exact name of Registrant as specified in

Fourth Amended and Restated Bylaws of The Middleby Corporation (effective as of February 26, 2021), filed on March 3, 2021

Exhibit 3.2 FOURTH AMENDED AND RESTATED BYLAWS OF THE MIDDLEBY CORPORATION a Delaware corporation (hereinafter called the ?Corporation?) (EFFECTIVE AS OF FEBRUARY 26, 2021) ARTICLE I STOCKHOLDERS Section 1.1ANNUAL MEETING. An annual meeting of stockholders for the purpose of electing directors and of transacting such other business as may come before it shall be held each year at such date, time a

The Middleby Corporation Reports Fourth Quarter Results

Exhibit 99.1 The Middleby Corporation Reports Fourth Quarter Results ELGIN, Ill.-(BUSINESS WIRE)-March 1, 2021-The Middleby Corporation (NASDAQ: MIDD), a leading worldwide manufacturer of equipment for the commercial foodservice, food processing, and residential kitchen industries, today reported net earnings for the 2020 fourth quarter of $51.8 million or $0.94 diluted earnings per share on net s

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): March 1, 2021 THE MIDDLEBY CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 001-9973 36-3352497 (State or Other Jurisdiction (Commission File Number) (IRS E

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): February 18, 2021 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.

Middleby Announces Senior Management Promotions Appointment of officers and executive leadership to support key strategic and growth initiatives

Exhibit 99.2 1400 Toastmaster Drive, Elgin, Illinois 60120 ? (847) 741-3300 Middleby Announces Senior Management Promotions Appointment of officers and executive leadership to support key strategic and growth initiatives Elgin, Ill. (February 19, 2021)?The Middleby Corporation (NASDAQ: MIDD) today announced promotions expanding the executive team. The new roles will support the execution of key st

David Brewer to Retire as Chief Operating Officer of Middleby

EX-99.1 2 tm217235d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 1400 Toastmaster Drive, Elgin, Illinois 60120 · (847) 741-3300 www.middleby.com David Brewer to Retire as Chief Operating Officer of Middleby Elgin Ill. (February 19, 2021) – The Middleby Corporation (NASDAQ: MIDD) today announced the retirement of Chief Operating Officer David Brewer, effective at the end of 2021. Dave joined Middleby in 20

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G The Middleby Corporation Common Stock, par value $0.01 per share 596278101 December 31, 2020 SCHEDULE 13G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3) The Middleby Corporation (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 596278101 (CUSIP Number) December 31, 2020 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the

MIDDLEBY CORP 13G INITIAL

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* MIDDLEBY CORPORATION (THE) - (Name of Issuer) Common Stock - (Title of Class of Securities) 596278101 - (CUSIP Number) December 31, 2020 - (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 8)*

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 8)* Name of issuer: Middleby Corp. Title of Class of Securities: Common Stock CUSIP Number: 596278101 Date of Event Which Requires Filing of this Statement: December 31, 2020 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ Rule

MIDDLEBY_201231.TXT

SC 13G/A 1 Middleby201231.txt MIDDLEBY201231.TXT U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3) Middleby Corp. - (Name of Issuer) Common Shares - (Title of Class of Securities) 596278101 - (CUSIP Number) December 31, 2020 - (Date of Event Which Requires Filing of this Statement) Check the appropriate box to de

SC 13G

us5962781010020421.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No: ) THE MIDDLEBY CORPORATION - (Name of Issuer) Common Stock - (Title of Class of Securities) 596278101 - (CUSIP Number) December 31, 2020 - (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursua

Form of Restricted Stock Unit Award Agreement for The Middleby Corporation 2011 Long-Term Incentive Plan, incorporated by reference to the company's Form 8-K Exhibit 10.1, dated December 31, 2020, filed on January 5, 2021.

Exhibit 10.1 Form of RSU Award Agreement THE MIDDLEBY CORPORATION 2011 LONG-TERM INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT This RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”), dated as of the day of , 20 (the “Date of Grant”) is entered into by and between The Middleby Corporation, a Delaware corporation (the “Company”) and (the “Grantee” and, together with the Company, the “P

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): December 31, 2020 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.

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 26, 2020 or ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission File No. 1-9973 THE MIDDLEBY CORPORATION (Exact name of regist

Financial Statements and Exhibits, Results of Operations and Financial Condition - THE MIDDLEBY CORPORATION 8-K

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): November 5, 2020 THE MIDDLEBY CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 001-9973 36-3352497 (State or Other Jurisdiction (Commission File Number) (IR

The Middleby Corporation Reports Third Quarter Results

Exhibit 99.1 The Middleby Corporation Reports Third Quarter Results ELGIN, Ill.-(BUSINESS WIRE)-November 5, 2020-The Middleby Corporation (NASDAQ: MIDD), a leading worldwide manufacturer of equipment for the commercial foodservice, food processing, and residential kitchen industries, today reported net earnings for the 2020 third quarter of $60.5 million or $1.10 diluted earnings per share on net

Regulation FD Disclosure, Financial Statements and Exhibits

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): August 26, 2020 THE MIDDLEBY CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 1-9973 36-3352497 (State or other jurisdiction of incorporation or organizatio