MIDDLEBY Corp 8-K/A, filed Jul 9, 2026
MIDDLEBY Corp (MIDD)
8-K/A
2026-07-09
For: 2026-07-05
View Original
Added on
July 09, 2026
About this 8-K/A
MIDDLEBY Corp filed this 8-K/A on July 9, 2026, reporting on events of July 5, 2026.
Items reported
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________________
FORM 8-K/A
_____________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 5, 2026
_____________________________
(Exact Name of Registrant as Specified in its Charter)
_____________________________
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification Number) | ||||||
| (Address of principal executive offices) | (Zip Code) | ||||||||||
| (Registrant's telephone number, including area code) | |||||
(Former Name or Former Address, if Changed Since Last Report)
_____________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol(s) | Name of Each Exchange on Which Registered | ||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
| Explanatory Note | |||||
As previously announced, on July 6, 2026, The Middleby Corporation (the “company”) completed separation of its food processing business, Midera Food Processing, Inc. (“Midera”), into a new, publicly traded company (the “Spin-off”). The Spin-off was achieved through the distribution by the company of 100% of the issued and outstanding shares of Midera common stock on a pro rata basis to the holders of the company’s common stock. Each company stockholder received one share of Midera common stock for every one share of company common stock held of record as of 4:00 p.m., Central Time, on June 26, 2026. Midera is now an independent public company, and Midera common stock commenced trading “regular way” under the symbol “MFP” on The Nasdaq Stock Market LLC on July 7, 2026, the next trading day following the date of the distribution.
In this Amendment No. 1 the company amends the Current Report on Form 8-K filed by the company with the Securities and Exchange Commission on July 6, 2026 (the “Original Form 8-K”) that reported the completion of the Spin-off. The Original Form 8-K did not include the unaudited pro forma financial information of the company reflecting the performance of the company’s business after giving effect to the Spin-off. This Amendment No. 1 to the Original Form 8-K is being filed to include such pro forma financial information attached as Exhibit 99.1 under Item 9.01(b) of this Amendment No. 1 to the Original Form 8-K.
Unaudited pro forma financial information included in this Amendment No. 1 to the Original Form 8-K has been presented to illustrate the estimated effects of the Spin-off and is not necessarily indicative of the results of operations that the company would have achieved had the Spin-off been completed as of the dates indicated or of the results that may be obtained in the future.
| Item 9.01 | Financial Statements and Exhibits. | ||||
| (b) | Pro Forma Financial Information. | |||||||
The following unaudited pro forma financial information of the company is filed as Exhibit 99.1 to this Amendment No. 1 to the Original Form 8-K and is incorporated herein by reference:
•Unaudited Pro Forma Condensed Consolidated Balance Sheet as of April 4, 2026.
•Unaudited Pro Forma Condensed Consolidated Statements of Earnings for the three months ended April 4, 2026 and each of the fiscal years ended January 3, 2026, December 28, 2024 and December 30, 2023.
•Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements.
| (d) | Exhibits. | |||||||
| Exhibit No. | Description | ||||
| 99.1 | |||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL) | ||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| THE MIDDLEBY CORPORATION | ||||||||||||||||||||
| Date: | July 9, 2026 | By: | /s/ Brittany C. Cerwin | |||||||||||||||||
| Brittany C. Cerwin | ||||||||||||||||||||
| Chief Financial Officer | ||||||||||||||||||||
Exhibit 99.1
THE MIDDLEBY CORPORATION
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Overview
On July 6, 2026, The Middleby Corporation (the “company”) completed separation of its food processing business, Midera Food Processing, Inc. (“Midera”), into a new, publicly traded company (the “Spin-off”). The Spin-off was achieved through the distribution by the company of 100% of the issued and outstanding shares of Midera common stock on a pro rata basis to the holders of the company’s common stock. Each company stockholder received one share of Midera common stock for every one share of company common stock held of record as of 4:00 p.m., Central Time, on June 26, 2026. Midera is now an independent public company, and Midera common stock commenced trading “regular way” under the symbol “MFP” on The Nasdaq Stock Market LLC on July 7, 2026, the next trading day following the date of the distribution.
In connection with the Spin-off, the company entered into a transition services agreement (“TSA”). Under the terms of the TSA, the company and Midera will each provide specified services, including information technology, payroll and benefits, accounting, finance, compliance and administrative activities, to the other on a transitional basis to help ensure an orderly transition following the Spin-off.
After the Spin-off, the company will no longer consolidate Midera into its financial results. Beginning in the third quarter of 2026, the historical financial results of the Food Processing business for periods prior to the Spin-off will be reflected in the company’s consolidated financial statements as discontinued operations.
Basis of Presentation
The unaudited pro forma condensed consolidated financial statements of the company are intended to illustrate the estimated effects of the Spin-off and have been derived from the historical consolidated financial statements of the company. The assumptions and adjustments are set forth in the accompanying notes.
The unaudited pro forma condensed consolidated balance sheet as of April 4, 2026 is presented as if the Spin-off had occurred on April 4, 2026. The unaudited pro forma condensed consolidated statements of earnings for the three months ended April 4, 2026, and the fiscal year ended January 3, 2026, are presented as if the Spin-off had occurred on December 29, 2024, the first day of the company’s most recently completed fiscal year. The unaudited pro forma condensed consolidated statements of earnings for the fiscal years ended December 28, 2024 and December 30, 2023 are also presented to reflect the Food Processing business as discontinued operations in accordance with ASC 205, Presentation of Financial Statements, for all annual periods presented in the company’s most recent Annual Report on Form 10-K. The unaudited pro forma condensed consolidated statements of earnings are only presented through net earnings from continuing operations.
The unaudited pro forma condensed consolidated financial statements were prepared in accordance with Article 11 of the Securities and Exchange Commission’s Regulation S-X, as amended, and have been prepared based upon the best available information and management estimates and is subject to assumptions described in the accompanying notes. They are not intended to be a complete presentation of the company’s financial position or results of operations had the Spin-off occurred as of and for the periods indicated. In addition, the unaudited pro forma condensed consolidated financial statements are provided for illustrative and informational purposes only, and are not necessarily indicative of the company’s future results of operations or financial condition had the Spin-off been completed on the dates assumed. Management believes these assumptions and estimates are reasonable, given the information available as of the filing date.
The unaudited pro forma condensed consolidated financial statements and accompanying notes should be read in conjunction with the audited consolidated financial statements, accompanying notes, and Management’s Discussion and Analysis of Financial Condition and Results of Operations included in the company’s Annual Report on Form 10-K for the fiscal year ended January 3, 2026 and the unaudited condensed consolidated financial statements, accompanying notes, and Management’s Discussion and Analysis of Financial Condition and Results of Operations included in the company’s Quarterly Report on Form 10-Q for the three months ended April 4, 2026.
1
THE MIDDLEBY CORPORATION
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
AS OF APRIL 4, 2026
(amounts in thousands)
| As Reported | Midera Spin-off (A) | Transaction Accounting Adjustments | Pro Forma | ||||||||||||||||||||
| ASSETS | |||||||||||||||||||||||
| Current assets: | |||||||||||||||||||||||
| Cash and cash equivalents | $ | 177,065 | $ | (57,892) | $ | — | $ | 119,173 | |||||||||||||||
| Accounts receivable, net | 608,028 | (208,354) | 537 | (B) | 400,211 | ||||||||||||||||||
| Inventories, net | 728,388 | (203,430) | — | 524,958 | |||||||||||||||||||
| Prepaid expenses and other | 97,786 | (60,457) | — | 37,329 | |||||||||||||||||||
| Prepaid taxes | 25,707 | (324) | — | 25,383 | |||||||||||||||||||
| Current assets held for sale - discontinued operations | 10,865 | — | — | 10,865 | |||||||||||||||||||
| Total current assets | 1,647,839 | (530,457) | 537 | 1,117,919 | |||||||||||||||||||
| Property, plant and equipment, net | 424,961 | (159,470) | — | 265,491 | |||||||||||||||||||
| Goodwill | 1,794,037 | (498,701) | — | 1,295,336 | |||||||||||||||||||
| Other intangibles, net | 1,044,998 | (169,019) | — | 875,979 | |||||||||||||||||||
| Long-term deferred tax assets | 7,390 | (1,182) | 4,419 | (G) | 10,627 | ||||||||||||||||||
| Pension benefits assets | 107,799 | — | — | 107,799 | |||||||||||||||||||
| Equity method investment | 155,293 | — | — | 155,293 | |||||||||||||||||||
| Note receivable | 84,186 | — | — | 84,186 | |||||||||||||||||||
| Other assets | 155,484 | (24,679) | — | 130,805 | |||||||||||||||||||
| Total assets | $ | 5,421,987 | $ | (1,383,508) | $ | 4,956 | $ | 4,043,435 | |||||||||||||||
| LIABILITIES AND STOCKHOLDERS' EQUITY | |||||||||||||||||||||||
| Current liabilities: | |||||||||||||||||||||||
| Current maturities of long-term debt | $ | 44,154 | $ | (3,741) | $ | — | $ | 40,413 | |||||||||||||||
| Accounts payable | 215,386 | (69,081) | 988 | (B) | 147,293 | ||||||||||||||||||
| Accrued expenses | 571,051 | (217,413) | 40,300 | (C) | 393,938 | ||||||||||||||||||
| Current liabilities held for sale - discontinued operations | 8,199 | — | — | 8,199 | |||||||||||||||||||
| Total current liabilities | 838,790 | (290,235) | 41,288 | 589,843 | |||||||||||||||||||
| Long-term debt | 1,829,866 | (26,377) | (233,000) | (D) | 1,570,489 | ||||||||||||||||||
| Long-term deferred tax liability | 195,323 | (36,614) | — | 158,709 | |||||||||||||||||||
| Accrued pension benefits | 7,467 | — | — | 7,467 | |||||||||||||||||||
| Other non-current liabilities | 175,610 | (36,002) | — | 139,608 | |||||||||||||||||||
| Stockholders' equity: | |||||||||||||||||||||||
| Preferred stock | — | — | — | — | |||||||||||||||||||
| Common stock | 153 | — | — | 153 | |||||||||||||||||||
| Paid-in capital | 611,017 | — | — | 611,017 | |||||||||||||||||||
| Treasury stock, at cost | (2,110,057) | — | — | (2,110,057) | |||||||||||||||||||
| Retained earnings | 4,000,383 | (1,027,598) | 196,668 | (E) | 3,169,453 | ||||||||||||||||||
| Accumulated other comprehensive loss | (126,565) | 33,318 | — | (93,247) | |||||||||||||||||||
| Total stockholders' equity | 2,374,931 | (994,280) | 196,668 | 1,577,319 | |||||||||||||||||||
| Total liabilities and stockholders' equity | $ | 5,421,987 | $ | (1,383,508) | $ | 4,956 | $ | 4,043,435 | |||||||||||||||
See accompanying notes to these Unaudited Pro Forma Condensed Consolidated Financial Statements.
2
THE MIDDLEBY CORPORATION
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF EARNINGS
FOR THE THREE MONTHS ENDED APRIL 4, 2026
(amounts in thousands, except per share data)
| As Reported | Midera Spin-off (A) | Transaction Accounting Adjustments | Pro Forma | ||||||||||||||||||||
| Net sales | $ | 839,908 | $ | (224,372) | $ | 1,314 | (B) | $ | 616,850 | ||||||||||||||
| Cost of sales | 516,718 | (146,964) | 1,438 | (B) | 371,192 | ||||||||||||||||||
| Gross profit | 323,190 | (77,408) | (124) | 245,658 | |||||||||||||||||||
| Selling, general and administrative expenses | 188,297 | (54,780) | — | 133,517 | |||||||||||||||||||
| Restructuring expenses | 1,539 | 57 | — | 1,596 | |||||||||||||||||||
| Income from continuing operations | 133,354 | (22,685) | (124) | 110,545 | |||||||||||||||||||
| Interest expense and deferred financing amortization, net | 25,480 | (59) | (2,929) | (D) | 22,492 | ||||||||||||||||||
| Net periodic pension benefit | (2,429) | — | — | (2,429) | |||||||||||||||||||
| Other income, net | (2,621) | 678 | 60 | (F) | (1,883) | ||||||||||||||||||
| Earnings from continuing operations before income taxes | 112,924 | (23,304) | 2,745 | 92,365 | |||||||||||||||||||
| Provision for income taxes | 27,640 | (6,669) | 700 | (G) | 21,671 | ||||||||||||||||||
| Net earnings from continuing operations | $ | 85,284 | $ | (16,635) | $ | 2,045 | $ | 70,694 | |||||||||||||||
| Net earnings per share from continuing operations: | |||||||||||||||||||||||
| Basic | $ | 1.81 | $ | 1.50 | |||||||||||||||||||
| Diluted | 1.81 | 1.50 | |||||||||||||||||||||
| Weighted average number of shares | |||||||||||||||||||||||
| Basic | 47,232 | 47,232 | |||||||||||||||||||||
| Diluted | 47,243 | 47,243 | |||||||||||||||||||||
See accompanying notes to these Unaudited Pro Forma Condensed Consolidated Financial Statements.
3
THE MIDDLEBY CORPORATION
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF EARNINGS
FOR THE FISCAL YEAR ENDED JANUARY 3, 2026
(amounts in thousands, except per share data)
| As Reported | Midera Spin-off (A) | Transaction Accounting Adjustments | Pro Forma | ||||||||||||||||||||
| Net sales | $ | 3,201,202 | $ | (850,155) | $ | 5,097 | (B) | $ | 2,356,144 | ||||||||||||||
| Cost of sales | 1,949,287 | (541,281) | 5,676 | (B) | 1,413,682 | ||||||||||||||||||
| Gross profit | 1,251,915 | (308,874) | (579) | 942,462 | |||||||||||||||||||
| Selling, general and administrative expenses | 663,156 | (187,717) | — | 475,439 | |||||||||||||||||||
| Restructuring expenses | 3,270 | (519) | — | 2,751 | |||||||||||||||||||
| Impairments | 10,598 | (1,300) | — | 9,298 | |||||||||||||||||||
| Income from continuing operations | 574,891 | (119,338) | (579) | 454,974 | |||||||||||||||||||
| Interest expense and deferred financing amortization, net | 93,828 | (103) | (13,093) | (D) | 80,632 | ||||||||||||||||||
| Net periodic pension benefit | (6,294) | — | — | (6,294) | |||||||||||||||||||
| Other expense, net | 5,082 | 8,343 | (430) | (F) | 12,995 | ||||||||||||||||||
| Earnings from continuing operations before income taxes | 482,275 | (127,578) | 12,944 | 367,641 | |||||||||||||||||||
| Provision for income taxes | 115,008 | (39,246) | 3,330 | (G) | 79,092 | ||||||||||||||||||
| Net earnings from continuing operations | $ | 367,267 | $ | (88,332) | $ | 9,614 | $ | 288,549 | |||||||||||||||
| Net earnings per share from continuing operations: | |||||||||||||||||||||||
| Basic | $ | 7.11 | $ | 5.59 | |||||||||||||||||||
| Diluted | 7.04 | 5.53 | |||||||||||||||||||||
| Weighted average number of shares | |||||||||||||||||||||||
| Basic | 51,655 | 51,655 | |||||||||||||||||||||
| Diluted | 52,179 | 52,179 | |||||||||||||||||||||
See accompanying notes to these Unaudited Pro Forma Condensed Consolidated Financial Statements.
4
THE MIDDLEBY CORPORATION
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF EARNINGS
FOR THE FISCAL YEAR ENDED DECEMBER 28, 2024
(amounts in thousands, except per share data)
| As Reported | Midera Spin-off (A) | Pro Forma | |||||||||||||||
| Net sales | $ | 3,150,239 | $ | (769,855) | $ | 2,380,384 | |||||||||||
| Cost of sales | 1,898,420 | (464,424) | 1,433,996 | ||||||||||||||
| Gross profit | 1,251,819 | (305,431) | 946,388 | ||||||||||||||
| Selling, general and administrative expenses | 590,115 | (131,773) | 458,342 | ||||||||||||||
| Restructuring expenses | 8,245 | (2,619) | 5,626 | ||||||||||||||
| Impairments | 10,475 | — | 10,475 | ||||||||||||||
| Gain on sale of plant | (1,139) | 1,139 | — | ||||||||||||||
| Income from continuing operations | 644,123 | (172,178) | 471,945 | ||||||||||||||
| Interest expense and deferred financing amortization, net | 93,356 | (95) | 93,261 | ||||||||||||||
| Net periodic pension benefit | (14,872) | — | (14,872) | ||||||||||||||
| Other (income)/expense, net | (458) | 598 | 140 | ||||||||||||||
| Earnings from continuing operations before income taxes | 566,097 | (172,681) | 393,416 | ||||||||||||||
| Provision for income taxes | 145,119 | (45,907) | 99,212 | ||||||||||||||
| Net earnings from continuing operations | $ | 420,978 | $ | (126,774) | $ | 294,204 | |||||||||||
| Net earnings per share from continuing operations: | |||||||||||||||||
| Basic | $ | 7.83 | $ | 5.47 | |||||||||||||
| Diluted | 7.77 | 5.43 | |||||||||||||||
| Weighted average number of shares | |||||||||||||||||
| Basic | 53,738 | 53,738 | |||||||||||||||
| Diluted | 54,209 | 54,209 | |||||||||||||||
See accompanying notes to these Unaudited Pro Forma Condensed Consolidated Financial Statements.
5
THE MIDDLEBY CORPORATION
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF EARNINGS
FOR THE FISCAL YEAR ENDED DECEMBER 30, 2023
(amounts in thousands, except per share data)
| As Reported | Midera Spin-off (A) | Pro Forma | |||||||||||||||
| Net sales | $ | 3,242,090 | $ | (756,773) | $ | 2,485,317 | |||||||||||
| Cost of sales | 1,958,012 | (468,474) | 1,489,538 | ||||||||||||||
| Gross profit | 1,284,078 | (288,299) | 995,779 | ||||||||||||||
| Selling, general and administrative expenses | 624,933 | (128,866) | 496,067 | ||||||||||||||
| Restructuring expenses | 4,732 | (1,839) | 2,893 | ||||||||||||||
| Impairments | 1,986 | — | 1,986 | ||||||||||||||
| Income from continuing operations | 652,427 | (157,594) | 494,833 | ||||||||||||||
| Interest expense and deferred financing amortization, net | 121,129 | (372) | 120,757 | ||||||||||||||
| Net periodic pension benefit | (9,040) | — | (9,040) | ||||||||||||||
| Other expense, net | 4,258 | 8,153 | 12,411 | ||||||||||||||
| Earnings from continuing operations before income taxes | 536,080 | (165,375) | 370,705 | ||||||||||||||
| Provision for income taxes | 123,076 | (44,897) | 78,179 | ||||||||||||||
| Net earnings from continuing operations | $ | 413,004 | $ | (120,478) | $ | 292,526 | |||||||||||
| Net earnings per share from continuing operations: | |||||||||||||||||
| Basic | $ | 7.71 | $ | 5.46 | |||||||||||||
| Diluted | 7.64 | 5.41 | |||||||||||||||
| Weighted average number of shares | |||||||||||||||||
| Basic | 53,577 | 53,577 | |||||||||||||||
| Diluted | 54,086 | 54,086 | |||||||||||||||
See accompanying notes to these Unaudited Pro Forma Condensed Consolidated Financial Statements.
6
THE MIDDLEBY CORPORATION
NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Midera Spin-off:
(A)Reflects the company’s current best estimate of the discontinued operations, including assets, liabilities, equity, and results of operations, attributable to Midera that will qualify as discontinued operations in accordance with ASC 205, Presentation of Financial Statements, which were included in the company’s historical consolidated financial statements. Corporate expenses that were not directly associated with Midera have been excluded as such general corporate expenses do not qualify for inclusion in discontinued operations.
These amounts are considered preliminary and could change as the company finalizes discontinued operations accounting to be reported in future filings.
Transaction Accounting Adjustments:
(B)All transactions and balances between the company and Midera were treated as intercompany and eliminated in the company’s historical consolidated financial statements.
The adjustments to net sales on the unaudited pro forma condensed consolidated statements of earnings represent sales from the company to Midera that will continue after the Spin-off.
The adjustments to cost of sales on the unaudited pro forma condensed consolidated statements of earnings represent 1) estimated cost of sales associated with sales from the company to Midera and 2) purchases of finished goods from Midera that will continue after the Spin-off.
The adjustments to accounts receivable, net and accounts payable on the unaudited pro forma condensed consolidated balance sheet represent balances due from or to Midera, respectively, primarily related to the sales and purchase transactions discussed above.
(C)Reflects additional estimated transaction costs of $40.3 million, primarily related to professional service fees, that the company expects to incur subsequent to April 4, 2026 to complete the Spin-off. These costs are expected to be incurred and paid within 12 months of the Spin-off. These additional costs have not been adjusted for on the unaudited pro forma condensed consolidated statements of earnings as they will be classified within discontinued operations once incurred.
(D)Reflects a cash distribution by Alkar Holdings Inc., which will be a wholly owned subsidiary of Midera, to the company in the amount of $233.0 million in connection with the Spin-off, funded primarily by borrowings (by Alkar Holdings Inc.) under Midera’s Senior Secured Revolving Credit Facility. The company expects to use these cash proceeds to repay a portion of its outstanding long-term debt. The unaudited pro forma condensed consolidated statements of earnings adjustments represent the reduction of interest expense to give effect to the anticipated repayment of debt.
(E)Reflects the effect on retained earnings of the balance sheet adjustments described in notes (B), (C) and (D) above.
(F)Reflects estimated flat-fee expense/(income) associated with the TSA.
(G)The adjustments to the provision for income taxes on the unaudited pro forma condensed consolidated statements of earnings represent the estimated income tax impact of the statement of earnings adjustments described in notes (B), (D) and (F) above, at effective rates of 25.5% for the three months ended April 4, 2026 and 25.7% for the fiscal year ended January 3, 2026. The effective rates were higher than the U.S. statutory tax rate of 21.0% primarily due to state taxes and foreign rate differentials.
The adjustment to long-term deferred tax assets on the unaudited pro forma condensed consolidated balance sheet represents the estimated income tax impact of the balance sheet adjustment described in note (C) above.
7