MFP: Material agreement · Leadership change · Company disclosure

Item 1.01 Entry into a Material Definitive Agreement. Agreements with The Middleby Corporation On July 6, 2026, The Middleby Corporation (“Middleby”) completed its spin-off of Midera Food Processing, Inc., a Delaware corporation (the “Company”), into a new, publicly traded company (the “Spin-off”). As a result of the Spin-off, Middleby has no ownership interest in the Company. The Company has entered into the following agreements with Middleby in connection with the Spin-off in order to govern the ongoing relationship between the Company and Middleby after the Spin-off and to facilitate an orderly transition. Separation and Distribution Agreement On July 5, 2026, the Company entered into a Separation and Distribution Agreement with Middleby (the “Separation Agreement”), that sets forth, among other things, the agreements between the Company and Middleby regarding the principal actions taken in connection with the Spin-off, including those related to the series of internal reorganization transactions that Middleby undertook prior to the Spin-off, pursuant to which the Company holds, through its subsidiaries, Middleby’s food processing business, and the distribution of 100% of the issued and outstanding shares of Company common stock to Middleby’s stockholders pursuant to the Spin-off. It also sets forth other agreements that govern certain aspects of the Company’s relationship with Middleby following the Spin-off. A summary of the Separation Agreement can be found in the Company’s Information Statement included as Exhibit 99.1 to the Company’s Current Report on Form 8-K that was filed with the U.S. Securities and Exchange Commission (the “SEC”) on June 22, 2026 (the “Information Statement”), under the section entitled “Certain Relationships and Related Transactions—Mater