MFP: Material agreement · New financial obligation · Other company developments

Item 1.01 Entry into a Material Definitive Agreement. On June 29, 2026 (the “ Closing Date ”), Midera Food Processing, Inc. (the “ Company ”), an indirect wholly-owned subsidiary of The Middleby Corporation (“ Middleby ”), and Alkar Holdings, Inc. (the “ Borrower ”), entered into a five-year, $1.0 billion credit agreement with Bank of America, N.A., as administrative agent (the “ Agent ”), and the other financial institutions and lenders party thereto (the “ Credit Agreement ”), in connection with the anticipated spin-off of the Company into an independent, publicly traded company (the “ Spin-off ”). As of the effective time of the Spin-off, the Borrower will be a direct wholly-owned subsidiary of the Company. The Credit Agreement provides for a new senior secured credit facility in an aggregate principal amount of $1.0 billion, consisting of (i) a $750 million U.S. dollar revolving credit facility and (ii) a $250 million multi-currency revolving credit facility, with the potential for the Borrower, under certain circumstances, to increase the amount of the credit facility by the greater of $151 million and 100% of the Company’s Consolidated EBITDA (as defined in the Credit Agreement) for the most recently ended period of four consecutive quarters (plus additional amounts subject to compliance with a specified leverage ratio depending on the type of indebtedness being incurred) either by increasing one or more revolving facility, or by adding on one or more revolving and/or term loan facilities. Each of the U.S. dollar revolving credit facility and the multi-currency revolving credit facility consists of revolving loans and sublimits for swingline loans and letters of credit. The revolving credit facilities shall be available to the Borrower on and after the Closing Dat