MFP: Other company developments

Item 8.01 Other Events. Midera Food Processing, Inc. (the “Company”), a wholly-owned subsidiary of The Middleby Corporation (“Middleby”), previously filed with the U.S. Securities and Exchange Commission (the “SEC”) a Registration Statement on Form 10, initially filed on May 4, 2026 and amended on May 27, 2026 (as amended, the “Form 10”), in connection with the anticipated spin-off of Middleby’s Food Processing business into an independent, publicly traded company (the “Spin-off”). On June 17, 2026, the Form 10 was declared effective by the SEC. The Form 10 includes a preliminary information statement that describes the Spin-off and provides important information regarding the Company’s business and management. The final information statement, dated June 22, 2026 (the “Information Statement”), is attached hereto as Exhibit 99.1. Middleby expects to begin mailing the Information Statement (or a Notice of Internet Availability of Information Statement Materials, the form of which is attached hereto as Exhibit 99.2), to its stockholders on or about June 22, 2026. Middleby will distribute all of the issued and outstanding shares of Company common stock to the holders of record of Middleby common stock at 12:01 a.m. (New York time) on July 6, 2026 (the “Distribution Date”). On the Distribution Date, holders of record of Middleby common stock will receive one share of Company common stock for every share of Middleby common stock they hold as of 4:00 p.m. Central Time on June 26, 2026, the record date for the distribution. Completion of the Spin-off is conditioned upon the satisfaction or waiver of certain conditions, as set forth in the form of Separation and Distribution Agreement filed with the SEC as part of the Form 10. The Company anticipates that Company common stock wi