MIDD: Leadership change

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Adoption of Executive Severance Plan On May 20, 2026, the Compensation Committee (“Compensation Committee”) of the Board of Directors of the Middleby Corporation (the “Company”) adopted The Middleby Corporation Executive Severance Plan (the “ESP”), under which the Company’s named executive officers and certain other executives of the Company will be eligible to participate and receive benefits. Under the ESP, if a participant’s employment is terminated by the Company without “cause” (as defined in the ESP) other than within 24 months following a “change in control” (as defined in the ESP), the participant will be entitled to, subject to the participant’s execution and non-revocation of a release of claims and continued compliance to certain restrictive covenant requirements: • for Tier I participants, which includes solely the Company’s Chief Executive Officer (“CEO”), an amount equal to 3.00 times the sum of the CEO’s (i) annual base salary and (ii) target annual bonus; • for Tier II participants, which includes the Company’s named executive officers – currently, Brittany C. Cerwin, Chief Financial Officer; James K. Pool III, Chief Technology and Operations Officer; Steven P. Spittle, Chief Commercial Officer; and Matthew R. Fuchsen, Chief Development Officer – and other individuals who report directly to the CEO, an amount equal to 1.00 times the sum of the individual’s (i) annual base salary and (ii) target annual bonus; • for Tier III participants, which includes other executives who will be selected by the Compensation Committee, an amount equal to 1.00 times the sum of the individual’s (i) annual base salary a