MIDD: Material agreement · Acquisition or asset disposal · Leadership change · Company disclosure

Item 1.01 Entry Into a Material Definitive Agreement. Agreements with Midera Food Processing, Inc. On July 6, 2026, The Middleby Corporation (the “Company”) completed its spin-off of Midera Food Processing, Inc., a Delaware corporation (“Midera”), into a new, publicly traded company (the “Spin-off”). As a result of the Spin-off, the Company has no ownership interest in Midera. The Company has entered into the following agreements with Midera in connection with the Spin-off in order to govern the ongoing relationship between the Company and Midera 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 Midera (the “Separation Agreement”), that sets forth, among other things, the agreements between the Company and Midera regarding the principal actions taken in connection with the Spin-off, including those related to the series of internal reorganization transactions that the Company undertook prior to the Spin-off, pursuant to which Midera holds, through its subsidiaries, the Company’s food processing business, and the distribution of 100% of the issued and outstanding shares of Midera common stock to the Company’s stockholders pursuant to the Spin-off. It also sets forth other agreements that govern certain aspects of the Company’s relationship with Midera following the Spin-off. The foregoing description of the Separation Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Separation Agreement, which is filed as Exhibit 2.1 to this Current Report on Form 8-K and incorporated herein by reference. Tax Matters Agreement On July 5, 2026, the Company entered into a Tax Matters Agreement w