{"success":true,"data":{"pressRelease":{"id":"18641","rtpr_id":"nBw3tqXla","ticker":"MIDD","exchange":"NASDAQ","all_tickers":["MIDD"],"title":"Middleby Announces Filing of Form 10 Registration Statement for Planned Spin-Off of Middleby Food Processing","author":"Business Wire","published_at":"2026-05-04T11:00:00.719Z","article_body":"Middleby Announces Filing of Form 10 Registration Statement for Planned\nSpin-Off of Middleby Food Processing\n\n\n * Middleby Food Processing will launch as a leading pure-play food processing\ntechnology company, offering innovative solutions for industrial protein,\nbakery and snack food processors.\n\n * Filing represents significant milestone toward Middleby Food Processing\nbecoming an independent public company.\n\n * Middleby intends to complete the separation on July 6, 2026, subject to\ncustomary conditions, including the effectiveness of the Form 10 with the SEC.\n\n * An Investor Day presentation is scheduled for May 12, 2026, in New York City,\nduring which management will provide details on its value creation strategy\nand financial outlook.\n\nThe Middleby Corporation (NASDAQ: MIDD) today announced the filing of the Form\n10 registration statement (the “Form 10”) with the U.S. Securities and\nExchange Commission (“SEC”) for the planned spin-off of Middleby Food\nProcessing. A copy of the Form 10 is available on the SEC website and can also\nbe viewed on the Investor Page of the Middleby website at\nmiddleby.com/investors.\n\n“Today’s Form 10 filing reflects the strong progress we are making toward\nthe launch of Middleby Food Processing as a focused, industry-leading food\nprocessing solutions provider,” said Tim FitzGerald, Middleby’s Chief\nExecutive Officer. “This separation will create two dynamic, world-class\ncompanies well-positioned for growth. This focus on innovative solutions for\nboth Middleby and Middleby Food Processing as standalone companies positions\neach company to better unlock long-term value for all stockholders.”\n\n“Middleby Food Processing has a strong foundation and is an industry leader\nin fast growing markets and expanding product categories worldwide,” said\nMark Salman, Middleby Food Processing’s incoming Chief Executive Officer.\n“Today’s filing is a key milestone in our journey toward being an\nindependent company, positioning us to focus on our customers and delivering\nthem world-class innovation.”\n\nMiddleby Food Processing Highlights\n\n\n * The Experienced Board and Senior Leadership of Food Processing:\n\n\n* Mark Salman, Chief Executive Officer\n\n * Amy Campbell, Chief Financial Officer\n\n * Mark Bowie, Chief Operating Officer\n\n * Matt Fuchsen, Chief Strategy Officer\n\n\n\n\n * Robert Nerbonne has been named Chairman of the Middleby Food Processing Board\nof Directors. He is a deeply experienced industry veteran who has served on\nthe Middleby Board of Directors since 2019. He will move from the Middleby\nBoard to lead the Middleby Food Processing Board.\n\n * Middleby Food Processing is an industry leading platform of over 30 brands,\nwith best in class solutions. In 2025, on a Middleby segment reporting basis,\nMiddleby’s Food Processing business generated over $850 million in net sales\nwith ~20% Adjusted EBITDA margin. Middleby’s Food Processing business has\ngrown net sales at a ~12% CAGR from 2019 to 2025 based on Middleby’s current\nsegment reporting. Middleby Food Processing anticipates net debt at close of\n$200-$225 million, which represents approximately 1.25x Estimated Standalone\nAdjusted EBITDA for the fiscal year ended January 2, 2027.\n\n * Middleby Food Processing is a market leader across several food categories,\nincluding holding a top position in Total Line Solutions in categories across\nprotein, bakery and snack products. Middleby’s Food Processing business\ngenerated ~40% of sales from aftermarket parts, services, and modernization\nfor the fiscal year ended January 3, 2026. A strong M&A pipeline and\nactionable organic initiatives support a significant growth opportunity and\nability to quickly scale.\n\n * Middleby stockholders will receive one share of common stock of Middleby Food\nProcessing on the distribution date for each share that they hold of Middleby\ncommon stock as of the record date.\n\n * Middleby Food Processing intends to apply to list its common stock on the\nNasdaq Stock Market LLC under the ticker symbol “MFP”.\n\n * The planned spin-off of Middleby Food Processing is intended to be tax-free\nfor Middleby and its stockholders for U.S. federal income tax purposes.\n\nMiddleby and Middleby Food Processing Investor Day\n\nAs previously announced, Middleby will host an investor day on May 12, 2026,\nin New York City. Over the course of the event, members of the leadership team\nwill provide details on the competitive positioning of the two companies and\nfuture growth potential. A live webcast of the event, along with related\npresentation materials, will be available on the Middleby Investor Relations\nwebsite\n(https://cts.businesswire.com/ct/CT?id=smartlink&url=https%3A%2F%2Finvestors.middleby.com%2F&esheet=54527970&newsitemid=20260504177313&lan=en-US&anchor=the+Middleby+Investor+Relations+website&index=1&md5=9c974f50e033b2751c7a869c2fa4e369)\n.\n\nThe Form 10, filed on May 4, 2026, is subject to change and will be made final\nprior to the effective date. Investors, media, and the general public are\ninvited to learn more about the pending spin-off on the Middleby Investor\nRelations website\n(https://cts.businesswire.com/ct/CT?id=smartlink&url=https%3A%2F%2Finvestors.middleby.com%2F&esheet=54527970&newsitemid=20260504177313&lan=en-US&anchor=the+Middleby+Investor+Relations+website&index=2&md5=13e5b9442bdb8cc4868047aca63786b6)\n.\n\nAbout Middleby\n\nThe Middleby Corporation is a global leader in the foodservice industry. The\ncompany develops and manufactures a broad line of solutions used in commercial\nfoodservice and food processing. Middleby showcases its advanced solutions in\nthe Middleby Innovation Kitchens for commercial foodservice and industrial\nbaking and protein Innovation Centers for food processing solutions. For more\ninformation about Middleby, please visit www.middleby.com\n(https://cts.businesswire.com/ct/CT?id=smartlink&url=http%3A%2F%2Fwww.middleby.com&esheet=54527970&newsitemid=20260504177313&lan=en-US&anchor=www.middleby.com&index=3&md5=eb1906c986e25146a03837d61c96a394)\n.\n\nCautionary Statement Regarding Forward-Looking Statements\n\nThis press release contains “forward-looking statements” subject to the\nPrivate Securities Litigation Reform Act of 1995, including statements\nregarding The Middleby Corporation’s (“Middleby”) and Middleby Food\nProcessing, Inc.’s (“Middleby Food Processing” and taken together with\nMiddleby, the “Company”) expectations with respect to the timing of the\nspin-off of Middleby Food Processing and the Company’s future performance.\nThe Company cautions investors that such statements are estimates and are\nhighly dependent upon a variety of factors. These forward-looking statements\ninvolve known and unknown risks, uncertainties and other factors, which could\ncause the Company’s actual results, performance or outcomes to differ\nmaterially from those expressed or implied in the forward-looking statements.\nThe following are some of the important factors that could cause the\nCompany’s actual results, performance or outcomes to differ materially from\nthose discussed in the forward-looking statements: changing market conditions;\nvolatility in earnings resulting from goodwill impairment losses, which may\noccur irregularly and in varying amounts; variability in financing costs and\ninterest rates; quarterly variations in operating results; dependence on key\ncustomers; risks associated with the Company’s foreign operations, including\ninternational exposure, political risks affecting international sales, market\nacceptance and demand for the Company's products and the Company’s ability\nto manage the risk associated with the exposure to foreign currency exchange\nrate fluctuations; the Company’s ability to protect its trademarks,\ncopyrights and other intellectual property; changing market conditions,\nincluding inflation; the impact of competitive products and pricing; the\nimpact of announced management and organizational changes; intense competition\nin the Company's business segments including the impact of both new and\nestablished global competitors; unfavorable tax law changes and tax authority\nrulings; cybersecurity attacks and other breaches in security; the continued\nability to realize profitable growth through the sourcing and completion of\nstrategic acquisitions; the timely development and market acceptance of the\nCompany's products; the availability and cost of raw materials; the\npossibility that the proposed spin-off of Middleby Food Processing will not be\nconsummated within the anticipated time period or at all, including as the\nresult of regulatory, market or other factors, including the possibility that\nvarious closing conditions for the spin-off may not be satisfied; the\npotential disruption to the Company’s business in connection with the\nproposed spin-off; the potential that the Company does not realize all of the\nexpected benefits of the spin-off; that the spin-off may be more difficult,\ntime consuming or costly than expected; the failure of the spin-off to qualify\nfor the expected tax treatment; potential adverse effects of the announcement\nof the proposed spin-off of Middleby Food Processing or the results thereof,\nincluding on the market price of the Company's common stock, the ability of\nthe Company to develop and maintain relationships with personnel, customers,\nsuppliers and others with whom it does business or the Company’s business,\nfinancial condition, results of operations and financial performance; risks\nrelated to diversion of the Company’s management's attention from its\nongoing business operations due to the proposed spin-off of Middleby Food\nProcessing; and other risks detailed in the Company’s SEC filings. All\nforward-looking statements are expressly qualified in their entirety by these\ncautionary statements. The forward-looking statements included in this press\nrelease are made only as of the date hereof and, except as required by federal\nsecurities laws and rules and regulations of the SEC, the Company undertakes\nno obligation to publicly update or revise any forward-looking statements,\nwhether as a result of new information, future events or otherwise.\n\nNon-GAAP Measures\n\nThis press release contains information about the Company’s financial\nresults which are not presented in accordance with GAAP. Specifically,\nAdjusted EBITDA, Estimated Standalone Adjusted EBITDA, Adjusted EBITDA margin,\nand net debt are non-GAAP financial measures. Adjusted EBITDA represents net\nincome before depreciation and amortization (including asset impairments),\ninterest expense, income tax (expense) benefit, other income (expense), net,\nrestructuring and other special items. Estimated Standalone Adjusted EBITDA is\nestimated Adjusted EBITDA on a Middleby segment reporting basis less estimated\nstandalone public company costs. Adjusted EBITDA margin is Adjusted EBITDA as\na percent of net sales. Net debt is current maturities of long-term debt and\nlong-term debt less cash and cash equivalents. The non-GAAP financial measures\ndisclosed by the Company should not be considered a substitute for, or\nsuperior to, financial measures prepared in accordance with GAAP, and the\nfinancial results prepared in accordance with GAAP. In addition, the non-GAAP\nfinancial measures included in this press release do not have standard\nmeanings and may vary from similarly titled non-GAAP financial measures used\nby other companies. The Company believes Adjusted EBITDA and Adjusted EBITDA\nmargin are useful as supplements to its GAAP results of operations to evaluate\ncertain aspects of its operations and financial performance, and its\nmanagement team primarily focuses on non-GAAP items in evaluating performance\nfor business planning purposes. The Company believes net debt is useful to\ninvestors because it provides a meaningful measure of the Company’s leverage\nand ability to service and reduce debt using its available cash resources. The\nCompany believes that its presentation of these non-GAAP financial measures is\nuseful because it provides investors and securities analysts with the same\ninformation that it uses internally for purposes of assessing its core\noperating performance. Reconciliations of Adjusted EBITDA and Adjusted EBITDA\nmargin on a Middleby segment reporting basis are available in Middleby’s\npress release announcing its financial results for the fiscal year ended\nJanuary 3, 2026. Reconciliations of forward-looking non-GAAP measures to the\nmost directly comparable GAAP financial measures for Estimated Standalone\nAdjusted EBITDA and net debt are not available because the timing and\nmagnitude of certain items cannot be reasonably estimated at this time without\nunreasonable effort.\n\n\n\nView source version on businesswire.com:\nhttps://www.businesswire.com/news/home/20260504177313/en/\n(https://www.businesswire.com/news/home/20260504177313/en/)\n\nFor The Middleby Corporation:\n\nInvestors:\n\nRebecca Ellin\n\nSVP of Investor Strategy and Corporate Development\n\nrellin@middleby.com \n(mailto:rellin@middleby.com) \n\n\nMedia:\n\nDarcy Bretz\n\nVP of Corporate Communications\n\ndbretz@middleby.com \n(mailto:dbretz@middleby.com) \n\n\nKate Schneiderman\n\nManaging Director, ICR\n\nmiddleby@icrinc.com (mailto:middleby@icrinc.com)\n\n\nCopyright Business Wire 2026","article_body_html":"","raw_payload":{"data":{"id":"nBw3tqXla","title":"Middleby Announces Filing of Form 10 Registration Statement for Planned Spin-Off of Middleby Food Processing","author":"Business Wire","ticker":"MIDD","created":"2026-05-04T11:00:00.719Z","tickers":["MIDD"],"exchange":"NASDAQ","article_body":"Middleby Announces Filing of Form 10 Registration Statement for Planned\nSpin-Off of Middleby Food Processing\n\n\n * Middleby Food Processing will launch as a leading pure-play food processing\ntechnology company, offering innovative solutions for industrial protein,\nbakery and snack food processors.\n\n * Filing represents significant milestone toward Middleby Food Processing\nbecoming an independent public company.\n\n * Middleby intends to complete the separation on July 6, 2026, subject to\ncustomary conditions, including the effectiveness of the Form 10 with the SEC.\n\n * An Investor Day presentation is scheduled for May 12, 2026, in New York City,\nduring which management will provide details on its value creation strategy\nand financial outlook.\n\nThe Middleby Corporation (NASDAQ: MIDD) today announced the filing of the Form\n10 registration statement (the “Form 10”) with the U.S. Securities and\nExchange Commission (“SEC”) for the planned spin-off of Middleby Food\nProcessing. A copy of the Form 10 is available on the SEC website and can also\nbe viewed on the Investor Page of the Middleby website at\nmiddleby.com/investors.\n\n“Today’s Form 10 filing reflects the strong progress we are making toward\nthe launch of Middleby Food Processing as a focused, industry-leading food\nprocessing solutions provider,” said Tim FitzGerald, Middleby’s Chief\nExecutive Officer. “This separation will create two dynamic, world-class\ncompanies well-positioned for growth. This focus on innovative solutions for\nboth Middleby and Middleby Food Processing as standalone companies positions\neach company to better unlock long-term value for all stockholders.”\n\n“Middleby Food Processing has a strong foundation and is an industry leader\nin fast growing markets and expanding product categories worldwide,” said\nMark Salman, Middleby Food Processing’s incoming Chief Executive Officer.\n“Today’s filing is a key milestone in our journey toward being an\nindependent company, positioning us to focus on our customers and delivering\nthem world-class innovation.”\n\nMiddleby Food Processing Highlights\n\n\n * The Experienced Board and Senior Leadership of Food Processing:\n\n\n* Mark Salman, Chief Executive Officer\n\n * Amy Campbell, Chief Financial Officer\n\n * Mark Bowie, Chief Operating Officer\n\n * Matt Fuchsen, Chief Strategy Officer\n\n\n\n\n * Robert Nerbonne has been named Chairman of the Middleby Food Processing Board\nof Directors. He is a deeply experienced industry veteran who has served on\nthe Middleby Board of Directors since 2019. He will move from the Middleby\nBoard to lead the Middleby Food Processing Board.\n\n * Middleby Food Processing is an industry leading platform of over 30 brands,\nwith best in class solutions. In 2025, on a Middleby segment reporting basis,\nMiddleby’s Food Processing business generated over $850 million in net sales\nwith ~20% Adjusted EBITDA margin. Middleby’s Food Processing business has\ngrown net sales at a ~12% CAGR from 2019 to 2025 based on Middleby’s current\nsegment reporting. Middleby Food Processing anticipates net debt at close of\n$200-$225 million, which represents approximately 1.25x Estimated Standalone\nAdjusted EBITDA for the fiscal year ended January 2, 2027.\n\n * Middleby Food Processing is a market leader across several food categories,\nincluding holding a top position in Total Line Solutions in categories across\nprotein, bakery and snack products. Middleby’s Food Processing business\ngenerated ~40% of sales from aftermarket parts, services, and modernization\nfor the fiscal year ended January 3, 2026. A strong M&A pipeline and\nactionable organic initiatives support a significant growth opportunity and\nability to quickly scale.\n\n * Middleby stockholders will receive one share of common stock of Middleby Food\nProcessing on the distribution date for each share that they hold of Middleby\ncommon stock as of the record date.\n\n * Middleby Food Processing intends to apply to list its common stock on the\nNasdaq Stock Market LLC under the ticker symbol “MFP”.\n\n * The planned spin-off of Middleby Food Processing is intended to be tax-free\nfor Middleby and its stockholders for U.S. federal income tax purposes.\n\nMiddleby and Middleby Food Processing Investor Day\n\nAs previously announced, Middleby will host an investor day on May 12, 2026,\nin New York City. Over the course of the event, members of the leadership team\nwill provide details on the competitive positioning of the two companies and\nfuture growth potential. A live webcast of the event, along with related\npresentation materials, will be available on the Middleby Investor Relations\nwebsite\n(https://cts.businesswire.com/ct/CT?id=smartlink&url=https%3A%2F%2Finvestors.middleby.com%2F&esheet=54527970&newsitemid=20260504177313&lan=en-US&anchor=the+Middleby+Investor+Relations+website&index=1&md5=9c974f50e033b2751c7a869c2fa4e369)\n.\n\nThe Form 10, filed on May 4, 2026, is subject to change and will be made final\nprior to the effective date. Investors, media, and the general public are\ninvited to learn more about the pending spin-off on the Middleby Investor\nRelations website\n(https://cts.businesswire.com/ct/CT?id=smartlink&url=https%3A%2F%2Finvestors.middleby.com%2F&esheet=54527970&newsitemid=20260504177313&lan=en-US&anchor=the+Middleby+Investor+Relations+website&index=2&md5=13e5b9442bdb8cc4868047aca63786b6)\n.\n\nAbout Middleby\n\nThe Middleby Corporation is a global leader in the foodservice industry. The\ncompany develops and manufactures a broad line of solutions used in commercial\nfoodservice and food processing. Middleby showcases its advanced solutions in\nthe Middleby Innovation Kitchens for commercial foodservice and industrial\nbaking and protein Innovation Centers for food processing solutions. For more\ninformation about Middleby, please visit www.middleby.com\n(https://cts.businesswire.com/ct/CT?id=smartlink&url=http%3A%2F%2Fwww.middleby.com&esheet=54527970&newsitemid=20260504177313&lan=en-US&anchor=www.middleby.com&index=3&md5=eb1906c986e25146a03837d61c96a394)\n.\n\nCautionary Statement Regarding Forward-Looking Statements\n\nThis press release contains “forward-looking statements” subject to the\nPrivate Securities Litigation Reform Act of 1995, including statements\nregarding The Middleby Corporation’s (“Middleby”) and Middleby Food\nProcessing, Inc.’s (“Middleby Food Processing” and taken together with\nMiddleby, the “Company”) expectations with respect to the timing of the\nspin-off of Middleby Food Processing and the Company’s future performance.\nThe Company cautions investors that such statements are estimates and are\nhighly dependent upon a variety of factors. These forward-looking statements\ninvolve known and unknown risks, uncertainties and other factors, which could\ncause the Company’s actual results, performance or outcomes to differ\nmaterially from those expressed or implied in the forward-looking statements.\nThe following are some of the important factors that could cause the\nCompany’s actual results, performance or outcomes to differ materially from\nthose discussed in the forward-looking statements: changing market conditions;\nvolatility in earnings resulting from goodwill impairment losses, which may\noccur irregularly and in varying amounts; variability in financing costs and\ninterest rates; quarterly variations in operating results; dependence on key\ncustomers; risks associated with the Company’s foreign operations, including\ninternational exposure, political risks affecting international sales, market\nacceptance and demand for the Company's products and the Company’s ability\nto manage the risk associated with the exposure to foreign currency exchange\nrate fluctuations; the Company’s ability to protect its trademarks,\ncopyrights and other intellectual property; changing market conditions,\nincluding inflation; the impact of competitive products and pricing; the\nimpact of announced management and organizational changes; intense competition\nin the Company's business segments including the impact of both new and\nestablished global competitors; unfavorable tax law changes and tax authority\nrulings; cybersecurity attacks and other breaches in security; the continued\nability to realize profitable growth through the sourcing and completion of\nstrategic acquisitions; the timely development and market acceptance of the\nCompany's products; the availability and cost of raw materials; the\npossibility that the proposed spin-off of Middleby Food Processing will not be\nconsummated within the anticipated time period or at all, including as the\nresult of regulatory, market or other factors, including the possibility that\nvarious closing conditions for the spin-off may not be satisfied; the\npotential disruption to the Company’s business in connection with the\nproposed spin-off; the potential that the Company does not realize all of the\nexpected benefits of the spin-off; that the spin-off may be more difficult,\ntime consuming or costly than expected; the failure of the spin-off to qualify\nfor the expected tax treatment; potential adverse effects of the announcement\nof the proposed spin-off of Middleby Food Processing or the results thereof,\nincluding on the market price of the Company's common stock, the ability of\nthe Company to develop and maintain relationships with personnel, customers,\nsuppliers and others with whom it does business or the Company’s business,\nfinancial condition, results of operations and financial performance; risks\nrelated to diversion of the Company’s management's attention from its\nongoing business operations due to the proposed spin-off of Middleby Food\nProcessing; and other risks detailed in the Company’s SEC filings. All\nforward-looking statements are expressly qualified in their entirety by these\ncautionary statements. The forward-looking statements included in this press\nrelease are made only as of the date hereof and, except as required by federal\nsecurities laws and rules and regulations of the SEC, the Company undertakes\nno obligation to publicly update or revise any forward-looking statements,\nwhether as a result of new information, future events or otherwise.\n\nNon-GAAP Measures\n\nThis press release contains information about the Company’s financial\nresults which are not presented in accordance with GAAP. Specifically,\nAdjusted EBITDA, Estimated Standalone Adjusted EBITDA, Adjusted EBITDA margin,\nand net debt are non-GAAP financial measures. Adjusted EBITDA represents net\nincome before depreciation and amortization (including asset impairments),\ninterest expense, income tax (expense) benefit, other income (expense), net,\nrestructuring and other special items. Estimated Standalone Adjusted EBITDA is\nestimated Adjusted EBITDA on a Middleby segment reporting basis less estimated\nstandalone public company costs. Adjusted EBITDA margin is Adjusted EBITDA as\na percent of net sales. Net debt is current maturities of long-term debt and\nlong-term debt less cash and cash equivalents. The non-GAAP financial measures\ndisclosed by the Company should not be considered a substitute for, or\nsuperior to, financial measures prepared in accordance with GAAP, and the\nfinancial results prepared in accordance with GAAP. In addition, the non-GAAP\nfinancial measures included in this press release do not have standard\nmeanings and may vary from similarly titled non-GAAP financial measures used\nby other companies. The Company believes Adjusted EBITDA and Adjusted EBITDA\nmargin are useful as supplements to its GAAP results of operations to evaluate\ncertain aspects of its operations and financial performance, and its\nmanagement team primarily focuses on non-GAAP items in evaluating performance\nfor business planning purposes. The Company believes net debt is useful to\ninvestors because it provides a meaningful measure of the Company’s leverage\nand ability to service and reduce debt using its available cash resources. The\nCompany believes that its presentation of these non-GAAP financial measures is\nuseful because it provides investors and securities analysts with the same\ninformation that it uses internally for purposes of assessing its core\noperating performance. Reconciliations of Adjusted EBITDA and Adjusted EBITDA\nmargin on a Middleby segment reporting basis are available in Middleby’s\npress release announcing its financial results for the fiscal year ended\nJanuary 3, 2026. Reconciliations of forward-looking non-GAAP measures to the\nmost directly comparable GAAP financial measures for Estimated Standalone\nAdjusted EBITDA and net debt are not available because the timing and\nmagnitude of certain items cannot be reasonably estimated at this time without\nunreasonable effort.\n\n\n\nView source version on businesswire.com:\nhttps://www.businesswire.com/news/home/20260504177313/en/\n(https://www.businesswire.com/news/home/20260504177313/en/)\n\nFor The Middleby Corporation:\n\nInvestors:\n\nRebecca Ellin\n\nSVP of Investor Strategy and Corporate Development\n\nrellin@middleby.com \n(mailto:rellin@middleby.com) \n\n\nMedia:\n\nDarcy Bretz\n\nVP of Corporate Communications\n\ndbretz@middleby.com \n(mailto:dbretz@middleby.com) \n\n\nKate Schneiderman\n\nManaging Director, ICR\n\nmiddleby@icrinc.com (mailto:middleby@icrinc.com)\n\n\nCopyright Business Wire 2026"},"type":"article","timestamp":"2026-05-04T11:00:00.774255282Z","server_sent_at_ms":1777892400774},"received_at":"2026-05-04T11:00:00.859Z","source_url":"https://www.businesswire.com/news/home/20260504177313/en/"},"analysis":null,"durationMs":null,"modelName":null}}