Midera Food Processing (MFP) grows Q2 sales and raises 2026 EBITDA outlook

Rhea-AI Filing Summary

Midera Food Processing, Inc. reported its first results as an independent public company for the quarter ended July 4, 2026. Net sales were $245.4 million, up 13.2% year-over-year, with 1.2% organic net sales growth. Net earnings were $10.8 million, down from $29.1 million a year earlier, reflecting higher costs including separation-related expenses.

Adjusted EBITDA was $42.3 million versus $39.1 million, and Estimated Standalone Adjusted EBITDA was $41.8 million, up from $37.8 million. Orders rose 16% to $275 million, and backlog reached a record $446 million$208.1 million with a net leverage ratio of 1.3x and total liquidity of $822.5 million.

The company raised full-year 2026 guidance, now expecting net sales of $935–$965 million (about 11% growth over 2025) and Estimated Standalone Adjusted EBITDA of $160–$176 million (about 20% growth). The board also authorized a $50 million share repurchase program through August 10, 2029, primarily to mitigate dilution from equity awards.

Positive

• Q2 2026 net sales grew 13.2% to $245.4 million, with 1.2% organic growth, showing demand strength despite separation-related disruption.
• Raised full-year 2026 guidance to $935–$965 million net sales and $160–$176 million Estimated Standalone Adjusted EBITDA, implying about 11% and 20% growth over 2025 midpoints.
• Strong orders and backlog with Q2 orders up 16% to $275 million and record backlog of $446 million support future revenue visibility.
• Conservative balance sheet with net debt of $208.1 million, net leverage of 1.3x and $822.5 million of liquidity provides flexibility for growth and acquisitions.
• $50 million share repurchase authorization through 2029, intended primarily to offset dilution from equity awards, adds capital deployment optionality.

Negative

• Net earnings declined to $10.8 million in Q2 2026 from $29.1 million a year earlier, with net margin falling from 13.4% to 4.4%.
• Higher operating costs, including SG&A (up to $62.8 million from $54.6 million) and $10.4 million of Q2 separation costs, pressured profitability.
• Cash balance decreased to $50.5 million from $90.9 million since January 3, 2026, while long-term debt increased to $254.1 million following the new credit agreement.

Filing Explained

The $50 million repurchase authorization does not commit cash; it is optional, while the July 6 separation is complete.

The company reports that its separation from Middleby was completed on July 6, 2026, making this its first report as an independent publicly traded company; the quarter’s results cover operations before that completion.

Because Midera operated as Middleby’s Food Processing segment throughout the quarter, the reported financial information is derived from Middleby’s records and presented on a carve-out basis, rather than reflecting a full quarter operating independently.

The company entered a five-year $1.0 billion credit agreement in connection with the separation. At quarter-end, it reported $258.6 million of total debt, $50.5 million of cash, and $772.0 million of availability under its revolving credit facility.

The $50 million share-repurchase authorization permits purchases through August 10, 2029, but the company states that it is not obligated to buy shares and may suspend or discontinue the program.

8-K Event Classification

3 items: 2.02, 7.01, 9.01

3 items

Item 2.02 Results of Operations and Financial Condition Financial

Disclosure of earnings results, typically an earnings press release or preliminary financials.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Q2 2026 Net Sales: $245.4 million Q2 2026 Net Earnings: $10.8 million Q2 2026 Adjusted EBITDA: $42.3 million +5 more

8 metrics

Q2 2026 Net Sales $245.4 million Quarter ended July 4, 2026; up 13.2% from $216.7 million in prior-year period

Q2 2026 Net Earnings $10.8 million Quarter ended July 4, 2026; down from $29.1 million in prior-year period

Q2 2026 Adjusted EBITDA $42.3 million Quarter ended July 4, 2026; compared with $39.1 million in the prior-year period

Record Backlog $446 million Backlog at quarter-end July 4, 2026

Net Debt $208.1 million As of July 4, 2026; based on total debt of $258.6 million and $50.5 million cash

Net Leverage Ratio 1.3x Net debt divided by LTM Estimated Standalone Adjusted EBITDA of $154.8 million

FY 2026 Net Sales Guidance $935–$965 million Updated 2026 guidance; midpoint implies about 11% growth over 2025 net sales of $853 million

Share Repurchase Authorization $50 million Maximum amount authorized through August 10, 2029 to repurchase common stock

Key Terms

Spin-off, Estimated Standalone Adjusted EBITDA, Net leverage ratio, Organic net sales, +2 more

6 terms

Spin-off financial

"following its separation (the “Spin-off” or “Separation”) from The Middleby Corporation"

A spin-off happens when a company creates a new, independent business by separating part of itself, like splitting off a division into its own company. This often happens so the new company can focus better on its own goals or attract different investors. It matters because it can lead to more growth opportunities and clearer focus for both companies.

Estimated Standalone Adjusted EBITDA financial

"Estimated Standalone Adjusted EBITDA1, 2 of $42 million, an increase of 10.6%"

Estimated standalone adjusted EBITDA is a projected measure of a company’s core operating profit that removes financing costs, taxes, non-cash accounting items (like depreciation) and one-time or non-core gains or losses, and applies only to the company on its own rather than combined with other businesses. Investors use it like a simplified cash-readout of ongoing operations—helpful for comparing performance, valuing the business, and judging its ability to service debt or fund growth.

Net leverage ratio financial

"Net leverage ratio1 of approximately 1.3x as of quarter-end"

The net leverage ratio measures how much debt a company has compared to its available assets or earnings, after accounting for its cash and liquid assets. It helps investors understand how heavily a company relies on borrowed money to finance its operations and growth. A higher ratio indicates greater financial risk, while a lower ratio suggests a more cautious approach to borrowing.

Organic net sales financial

"Change in Organic net sales is defined as the change in net sales adjusted"

Organic net sales represent the revenue generated from a company's core business activities, excluding the effects of acquisitions, divestments, or currency changes. It shows how well the company is growing through its existing products and services, similar to tracking how a plant grows from its own roots rather than by adding new plants. Investors use this measure to assess the true growth and health of a company's ongoing operations.

Rule 10b5-1 plans regulatory

"may also, from time to time, enter into Rule 10b5-1 plans to facilitate share repurchases"

A Rule 10b5-1 plan is a prearranged schedule that lets company insiders buy or sell stock at set times or prices, set up when they do not possess confidential information. It acts like an automatic thermostat for trades, reducing the risk that otherwise-timed transactions could be accused of insider trading. Investors care because such plans increase transparency about insider activity and signal when insider trades are routine rather than reactive to private news.

Adjusted EBITDA margin financial

"Adjusted EBITDA margin is defined as Adjusted EBITDA divided by net sales"

Adjusted EBITDA margin shows how much profit a company makes from its core operations, expressed as a percentage of its total revenue, after removing certain one-time or unusual expenses and income. It helps investors understand the company's true earning ability from regular business activities, making it easier to compare performance over time or with other companies. Think of it as measuring the efficiency of a business in turning sales into profits, excluding irregular adjustments.

Earnings Snapshot

Net Sales: $245.4 million · Guidance included

Quarter and six months ended July 4, 2026

Net Sales $245.4 million Up 13.2% from $216.7 million in prior-year quarter

Net Earnings $10.8 million Down from $29.1 million in prior-year quarter

Adjusted EBITDA $42.3 million Up from $39.1 million in prior-year quarter

Estimated Standalone Adjusted EBITDA $41.8 million Up from $37.8 million in prior-year quarter

Orders $275 million Up 16% year-over-year in Q2 2026

Backlog $446 million Record level at Q2 2026 quarter-end

Guidance

For FY 2026, Midera guides to net sales of $935–$965 million and Estimated Standalone Adjusted EBITDA of $160–$176 million, with midpoint growth of about 11% and 20% versus FY 2025, respectively.

FAQ

How did Midera Food Processing (MFP) perform in Q2 2026?

Midera reported Q2 2026 net sales of $245.4 million, up 13.2% year-over-year, and net earnings of $10.8 million, down from $29.1 million. Adjusted EBITDA increased to $42.3 million, while Estimated Standalone Adjusted EBITDA rose to $41.8 million.

What guidance did Midera Food Processing (MFP) provide for full-year 2026?

For 2026, Midera expects net sales of $935–$965 million, about 11% growth over 2025, and Estimated Standalone Adjusted EBITDA of $160–$176 million, about 20% growth. Assumptions include depreciation and amortization of $26–$28 million and net interest expense of $7–$8 million.

What is Midera Food Processing’s (MFP) order and backlog position after Q2 2026?

In Q2 2026, Midera’s orders increased 16% year-over-year to $275 million, and backlog reached a record $446 million at quarter-end. Management highlighted strong demand across protein, bakery and snack categories supporting future revenue.

What does Midera Food Processing’s (MFP) balance sheet look like post spin-off?

As of July 4, 2026, Midera had total debt of $258.6 million and cash of $50.5 million, resulting in net debt of $208.1 million. The company reported a net leverage ratio of 1.3x and total liquidity of $822.5 million, including $772.0 million of revolver availability.

Did Midera Food Processing (MFP) announce a share repurchase program?

Yes. On August 10, 2026, the board authorized a $50 million share repurchase program expiring August 10, 2029. Repurchases, aimed primarily at offsetting equity-award dilution, may occur via open market or privately negotiated transactions, including possible Rule 10b5-1 plans.

How did the spin-off from Middleby affect Midera Food Processing’s (MFP) results?

Q2 2026 was Midera’s first report as an independent public company after the July 6, 2026 spin-off from Middleby. Results include $10.4 million in separation costs this quarter and are presented on a carve-out basis as if standalone for all periods.

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Understanding 8-K Material Events →

Available on EDGAR 08/13/2026 - 04:09 PM Accepted by SEC EDGAR 08/13/2026 - 04:07 PM Learn about SEC filing dates

false000208828100020882812026-08-102026-08-10

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 10, 2026

MIDERA FOOD PROCESSING, INC.

(Exact name of Registrant as Specified in Its Charter)

Delaware			001-43265	39-3886250
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
10275 West Higgins Road Suite 300
Rosemont, Illinois				60018
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s Telephone Number, Including Area Code: (847) 857-6696

N/A

(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:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.01 per share		MFP		The Nasdaq Stock Market LLC

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. ☒

Item 2.02 Results of Operations and Financial Condition.

On August 13, 2026, Midera Food Processing, Inc. (the “Company”) issued a press release announcing its financial results for the quarter ended July 4, 2026. A copy of the press release is furnished as Exhibit 99.1 hereto.

Item 7.01 Regulation FD Disclosure.

The Company has scheduled a conference call to discuss its financial results for the quarter ended July 4, 2026 at 4:00 PM Central Time (5:00 PM Eastern Time) today. A live audio webcast of the conference call, along with supplemental presentation slides, will be accessible on the Company's Investor Relations website at https://investors.midera.com. An archived replay of the webcast will also be available shortly after the live event has concluded.

The information furnished pursuant to Item 2.02 and Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any future filing under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

The following exhibits are furnished as part of this report:

Exhibit No. Description

99.1 Press release, dated August 13, 2026

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.

			MIDERA FOOD PROCESSING, INC.
Date:	August 13, 2026	By:	/s/ Amy A. Campbell
			Amy A. Campbell Chief Financial Officer

MIDERA FOOD PROCESSING REPORTS SECOND QUARTER 2026 RESULTS IN FIRST REPORT AS AN INDEPENDENT PUBLIC COMPANY

Completed separation from The Middleby Corporation on July 6, 2026

Strong demand with orders up 16% year-over-year

Raises Full-Year 2026 Guidance

ROSEMONT, Ill.— August 13, 2026 — Midera Food Processing, Inc. (Nasdaq: MFP) (“Midera,” the “Company,” “we,” “our,” or “us”), a leading global pure-play food processing technology company, today reported financial results for its fiscal second quarter ended July 4, 2026, its first report as an independent, publicly traded company following its separation (the “Spin-off” or “Separation”) from The Middleby Corporation (Nasdaq: MIDD) (“Middleby”) on July 6, 2026.

Second Quarter 2026 Highlights

•Net sales of $245 million increased 13.2% over the prior year period; 1.2% increase on an organic basis1

•Net earnings of $11 million compared to $29 million in the prior year period

•Estimated Standalone Adjusted EBITDA1, 2 of $42 million, an increase of 10.6% from the prior year period and above the high end of the previously provided guidance range of $37 million to $41 million when including $8 million for estimated quarterly standalone public company costs

•Total debt of $259 million, Net debt1 of $208 million and Net leverage ratio1 of approximately 1.3x as of quarter-end

•Strong demand with orders up 16% over the prior year period to $275 million, and record backlog of $446 million at quarter-end

•Raised full-year 2026 guidance. The midpoint of the updated guidance range reflects net sales growth of 11%, organic net sales growth1 of 6%, and Estimated Standalone Adjusted EBITDA1, 2 growth of 20% over the prior year period

“Launching as an independent public company validates the strength of the platform we built as a part of Middleby over the last two decades and reinforces our confidence in the significant opportunities ahead as a pure-play food processing technology leader,” said Mark Salman, Chief Executive Officer of Midera. “We saw continued momentum in the second quarter, with orders up 16% and the backlog reaching $446 million, underscoring the increasing value we strive to deliver as a trusted partner throughout the production lifecycle. Importantly, the acquisitions we have integrated over the past year are already positively contributing, a reflection of the disciplined M&A and integration playbook that built our platform.”

Mr. Salman continued, “As a standalone company, we believe we have the focus, agility, and capital allocation flexibility to accelerate our growth framework. Our updated guidance reflects continued margin expansion this year,

1 Non-GAAP financial measure. For further information, please refer to the “Non-GAAP Financial Measures” section of this press release.

2 Estimated Standalone Adjusted EBITDA includes estimated annual standalone public company costs of $32 million.

driven by a healthy backlog and the benefits of the Midera Operating System. Our capital allocation priorities remain unchanged: invest first in organic growth opportunities; pursue disciplined strategic acquisitions that strengthen our platform; and maintain a prudent balance sheet with a net leverage ratio1 below 3.0x. With substantial liquidity and a robust acquisition pipeline, we believe we are well positioned to generate long-term shareholder value through a balanced combination of organic and inorganic growth.”

Second Quarter 2026 Financial Results

Midera operated as the Food Processing segment of Middleby for the entire second quarter of 2026, prior to separation from Middleby on July 6, 2026. The financial information presented has been derived from Middleby’s accounting records and is presented on a carve-out basis as if Midera had operated as a standalone company for all periods presented.

Net sales were $245.4 million in the second quarter of 2026, an increase of 13.2% compared to $216.7 million in the prior year period. Net sales from the acquisitions of Frigomeccanica and Oka accounted for $23.9 million of the year-over-year increase in the second quarter. Organic net sales growth1 was 1.2%, primarily driven by increases in aftermarket parts and service in the protein and bakery categories, partially offset by delayed equipment shipments in the snack category.

Net earnings were $10.8 million for the second quarter of 2026 as compared to $29.1 million in the prior year period. Adjusted EBITDA1 was $42.3 million for the second quarter of 2026 as compared to $39.1 million in the prior year period.

Estimated Standalone Adjusted EBITDA1, 2 was $41.8 million in the second quarter of 2026, up $4.0 million as compared to $37.8 million in the prior year period, driven primarily by higher sales of aftermarket parts and services and higher equipment sales, including recent acquisitions, partially offset by the impact of cost inflation, including tariffs.

Financial Position

On June 29, 2026, the Company entered into a five-year, $1.0 billion credit agreement in connection with the Spin-off. At the end of the quarter, the Company's Net debt1 was $208.1 million, consisting of total debt of $258.6 million and cash and cash equivalents of $50.5 million. As a result, the Company’s Net leverage ratio1 was 1.3x based on last twelve months Estimated Standalone Adjusted EBITDA1,2 . Total liquidity was $822.5 million, including cash and cash equivalents and $772.0 million of availability under the Company's revolving credit facility.

Capital expenditures were $3.2 million for the second quarter of 2026 as compared to $6.4 million in the prior year period.

1 Non-GAAP financial measure. For further information, please refer to the “Non-GAAP Financial Measures” section of this press release.

2 Estimated Standalone Adjusted EBITDA includes estimated annual standalone public company costs of $32 million.

Guidance

The Company is updating its full-year 2026 guidance to reflect an increase in the midpoints of its expected ranges for Net sales and Estimated Standalone Adjusted EBITDA1, 2:

				FY 2026 Guidance
(in millions, except percentages)		FY 2025 Actuals		Prior3	Current		% change vs. FY 20254
Net sales		$853		$915-945	$935-965		~11%
Change in Organic net sales1, 5							~6%
Estimated Standalone Adjusted EBITDA1, 2		$140		$154-176	$160-176		~20%

The Company is also providing the following modeling assumptions for full-year 2026:

▪Depreciation and Amortization: $26 million to $28 million

▪Interest expense, net6: $7 million to $8 million

▪Diluted Weighted Average Shares Outstanding: 45 to 46 million

Share Repurchase Program

On August 10, 2026, the Company's Board of Directors authorized a share repurchase program, which expires on August 10, 2029, pursuant to which the Company may repurchase up to $50 million of its common stock. The primary purpose of the share repurchase program is to mitigate stockholder dilution from equity awards. The timing and amount of any shares repurchased will be determined by the Company based on its evaluation of market conditions and other factors, and will be made in accordance with applicable securities laws in either the open market or in privately negotiated transactions. Open market repurchases may be structured to occur in accordance with the requirements of Rule 10b-18. The Company may also, from time to time, enter into Rule 10b5-1 plans to facilitate share repurchases under this authorization. The Company is not obligated to purchase any shares under the program, and the program may be suspended or discontinued at any time. The actual timing, number, and share price of shares repurchased will depend on a number of factors, including the market price of the Company's common stock, general market and economic conditions, alternative investment or acquisition opportunities, and applicable legal requirements.

Conference Call Details

The Company has scheduled a conference call to discuss its fiscal second quarter 2026 financial results at 4:00 PM Central Time (5:00 PM Eastern Time) today.

The live audio webcast of the conference call will be accessible in the News & Events section on the Company's Investor Relations website at https://investors.midera.com. An archived replay of the webcast will also be available shortly after the live event has concluded.

1 Non-GAAP financial measure. For further information, please refer to the “Non-GAAP Financial Measures” section of this press release.

2 Estimated Standalone Adjusted EBITDA includes estimated annual standalone public company costs of $32 million.

3 Middleby Food Processing segment guidance as of May 7, 2026 reduced by estimated annual standalone public company costs of $32 million.

4 Change at the midpoint of guidance for Net sales and Estimated Standalone Adjusted EBITDA.

5 The midpoint of the guidance for change in organic net sales excludes ~4% related to acquisitions and ~1% related to changes in foreign exchange rates.

6 Interest expense, net in the first half of 2026 includes insignificant net interest expense of $0.4 million as the Company entered into its credit agreement on June 29, 2026.

About Midera Food Processing

Midera Food Processing provides food processing equipment and automation solutions for industrial protein, bakery, and snack producers, delivering total line solutions from preparation and thermal processing through packaging. With a portfolio of 30+ industry-leading brands reaching customers across six continents, Midera helps food processors produce safer, more consistent products while improving efficiency and reducing waste at scale. Headquartered in Rosemont, Illinois, Midera employs approximately 2,800 people worldwide. For more information about Midera, please visit www.midera.com.

Cautionary Statement Regarding Forward-Looking Statements

This press release contains “forward-looking statements” subject to the Private Securities Litigation Reform Act of 1995, including statements regarding the Company’s expectations with respect to the Company's future performance, strategy, growth opportunities and value creation following the completed Spin-off from Middleby. Forward-looking statements include, without limitation, any statement that may predict, forecast, indicate or imply future results, performance or achievements, and are typically identified with words such as “may,” “could,” “should,” “will,” “would,” “believe,” “anticipate,” “estimate,” “expect,” “aim,” “intend,” “plan” or words or phrases of similar meaning. The Company cautions investors that such statements are estimates and are highly dependent upon a variety of factors. These forward-looking statements involve known and unknown risks, uncertainties and other factors, which could cause the Company's actual results, performance or outcomes to differ materially from those expressed or implied in the forward-looking statements. The following are some of the important factors that could cause the Company's actual results, performance or outcomes to differ materially from those discussed in the forward-looking statements: changing market conditions; volatility in earnings resulting from goodwill impairment losses, which may occur irregularly and in varying amounts; variability in financing costs and interest rates; quarterly variations in operating results; dependence on key customers; risks associated with the Company's foreign operations, including international exposure, political risks affecting international sales, market acceptance and demand for the Company's products and the Company's ability to manage the risk associated with the exposure to foreign currency exchange rate fluctuations; the Company's ability to protect its trademarks, copyrights and other intellectual property; changing market conditions, including inflation; the impact of competitive products and pricing; the impact of announced management and organizational changes; intense competition in the Company's business including the impact of both new and established global competitors; unfavorable tax law changes and tax authority rulings; cybersecurity attacks and other breaches in security; the continued ability to realize profitable growth through the sourcing and completion of strategic acquisitions; the timely development and market acceptance of the Company's products; the availability and cost of raw materials; the potential that the Company does not realize all of the expected benefits of the Spin-off; the failure of the Spin-off to qualify for the expected tax treatment; potential adverse effects of the Spin-off, including on the ability of the Company to develop and maintain relationships with personnel, customers, suppliers and others with whom it does business or the Company's business, financial condition, results of operations and financial performance; and other risks detailed in the Company's U.S. Securities and Exchange Commission (“SEC”) filings. All forward-looking statements are expressly qualified in their entirety by these cautionary statements. The forward-looking statements included in this press release are made only as of the date hereof and, except as required by federal securities laws and rules and regulations of the SEC, the Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Contacts:

Investors

Rob Fagan

VP, FP&A and Investor Relations

investors@midera.com

Media

Michael Wolfe

ICR

Michael.Wolfe@icrinc.com

MIDERA FOOD PROCESSING, INC.

CONDENSED COMBINED STATEMENTS OF EARNINGS

(amounts in millions)

(unaudited)

		Three Months Ended								Six Months Ended
		July 4, 2026				June 28, 2025				July 4, 2026				June 28, 2025
Net sales		$	245.4			$	216.7			$	470.4			$	385.2
Cost of sales			158.7				135.8				306.3				243.3
Gross profit			86.7				80.9				164.1				141.9
Selling, general and administrative expenses			62.8				54.6				121.9				99.9
Restructuring expenses			0.2				—				0.1				0.1
Income from operations			23.7				26.3				42.1				41.9
Interest expense (income), net			0.4				(0.6	)			0.4				(1.0	)
Other expense (income), net			2.0				(10.6	)			1.4				(11.0	)
Earnings before income taxes			21.3				37.5				40.3				53.9
Provision for income taxes			10.5				8.4				15.2				12.6
Net earnings		$	10.8			$	29.1			$	25.1			$	41.3

MIDERA FOOD PROCESSING, INC.

CONDENSED COMBINED BALANCE SHEETS

(amounts in millions)

(unaudited)

		July 4, 2026				January 3, 2026
ASSETS
Current assets:
Cash and cash equivalents		$	50.5			$	90.9
Accounts receivable, net			212.6				215.3
Related party accounts receivable			1.0				2.2
Inventories, net			207.1				193.6
Prepaid expenses and other			80.6				79.6
Total current assets			551.8				581.6
Property, plant and equipment, net			159.7				163.2
Goodwill			499.3				502.3
Other intangibles, net			165.9				173.3
Long-term deferred tax assets			0.4				1.4
Related party loans receivable			—				11.7
Other assets			29.9				27.5
Total assets		$	1,407.0			$	1,461.0
LIABILITIES AND EQUITY
Current liabilities:
Current maturities of long-term debt		$	4.5			$	4.8
Accounts payable			71.7				77.1
Related party accounts payable			0.9				2.1
Accrued expenses			223.3				217.2
Total current liabilities			300.4				301.2
Long-term debt			254.1				28.7
Long-term deferred tax liability			35.1				35.1
Other non-current liabilities			31.9				35.3
Commitments and contingencies
Parent company net investment:
Net Parent Investment (NPI)			820.4				1,088.2
Accumulated other comprehensive loss			(34.9	)			(27.5	)
Total Parent company net investment			785.5				1,060.7
Total liabilities and Parent company net investment		$	1,407.0			$	1,461.0

Non-GAAP Financial Measures

The Company uses non-GAAP financial measures to supplement the financial measures presented in accordance with accounting principles generally accepted in the United States (“GAAP”). The non-GAAP financial measures disclosed by the Company should not be considered a substitute for, or superior to, financial measures prepared in accordance with GAAP, and the financial results prepared in accordance with GAAP. In addition, the non-GAAP financial measures do not have standard meanings and may vary from similarly titled non-GAAP financial measures used by other companies. The Company believes that its presentation of non-GAAP financial measures is useful because it provides investors and securities analysts with the same information that it uses internally for purposes of assessing its core operating and financial performance. The Company has not provided a reconciliation of forward-looking Estimated Standalone Adjusted EBITDA to the most directly comparable GAAP financial measure, net earnings, because certain items cannot be reasonably estimated at this time without unreasonable effort. These items include, but are not limited to, restructuring charges and the impact of changes in foreign exchange rates. The timing and magnitude of these items are uncertain and could have a material impact on the Company's results reported in accordance with GAAP.

Definitions of the non-GAAP financial measures presented are as follows:

•Change in Organic net sales is defined as the change in net sales adjusted to exclude the impact of acquisitions and foreign exchange rates.

•Adjusted EBITDA is defined as net earnings before interest, income taxes, depreciation and intangible amortization, or EBITDA, adjusted to exclude restructuring, acquisition related adjustments, impairment charges, stock compensation and other items which management considers to be outside core operating results.

•Adjusted EBITDA margin is defined as Adjusted EBITDA divided by net sales.

•Estimated Standalone Adjusted EBITDA is defined as Adjusted EBITDA less estimated incremental recurring costs for the Company to operate certain corporate support functions as a standalone public company (executive management, finance, accounting, tax, treasury, information technology and legal, among others).

•Estimated Standalone Adjusted EBITDA margin is defined as Estimated Standalone Adjusted EBITDA divided by net sales.

•Net debt is defined as current maturities of long-term debt and long-term debt less cash and cash equivalents.

•Net leverage ratio is defined as net debt divided by last twelve months Estimated Standalone Adjusted EBITDA.

The Company believes change in Organic net sales, Adjusted EBITDA, Adjusted EBITDA margin, Estimated Standalone Adjusted EBITDA, and Estimated Standalone Adjusted EBITDA margin are useful as supplements to its GAAP results of operations to evaluate certain aspects of its operations and financial performance, and its management team primarily focuses on non-GAAP items in evaluating performance for business planning purposes. The Company believes net debt and net leverage ratio are useful to investors in understanding our overall financial condition.

MIDERA FOOD PROCESSING, INC.

RECONCILIATION OF GAAP FINANCIAL MEASURES TO NON-GAAP FINANCIAL MEASURES

(amounts in millions, except percentages)

(unaudited)

Reconciliation of Change in Net sales to Change in Organic net sales

		Three Months Ended				Six Months Ended
		July 4, 2026				July 4, 2026
Change in Net sales			13.2	%			22.1	%
Less: Acquisitions			11.0	%			8.1	%
Less: Foreign exchange rates			1.0	%			2.4	%
Change in Organic net sales			1.2	%			11.6	%

Reconciliation of Net earnings to Adjusted EBITDA and Estimated Standalone Adjusted EBITDA

		Three Months Ended								Six Months Ended								LTM (1) Ended
		July 4, 2026				June 28, 2025				July 4, 2026				June 28, 2025				July 4, 2026
Net sales		$	245.4			$	216.7			$	470.4			$	385.2			$	938.4
Net earnings			10.8				29.1				25.1				41.3				66.5
Net earnings % of net sales			4.4	%			13.4	%			5.3	%			10.7	%			7.1	%
Interest expense (income), net			0.4				(0.6	)			0.4				(1.0	)			(0.6	)
Provision for income taxes			10.5				8.4				15.2				12.6				31.9
Depreciation expense			4.3				3.2				8.2				6.3				15.2
Amortization expense			2.6				2.6				5.3				5.5				11.5
Other expense (income), net (2)			2.0				(10.6	)			1.4				(11.0	)			3.7
Non-cash share-based compensation expense			2.1				1.4				4.6				1.8				6.0
Restructuring expenses (3)			0.2				—				0.1				0.1				0.5
Acquisition related adjustments (4)			(1.0	)			0.4				(0.3	)			1.0				2.3
Impairment charges			—				—				—				—				1.3
Separation costs (5)			10.4				5.2				16.5				8.6				24.5
Adjusted EBITDA		$	42.3			$	39.1			$	76.5			$	65.2			$	162.8
Adjusted EBITDA margin			17.2	%			18.0	%			16.3	%			16.9	%			17.3	%
Recurring standalone cost adjustment (6)			(0.5	)			(1.3	)			(1.3	)			(5.3	)			(8.0	)
Estimated Standalone Adjusted EBITDA		$	41.8			$	37.8			$	75.2			$	59.9			$	154.8
Estimated Standalone Adjusted EBITDA margin			17.0	%			17.4	%			16.0	%			15.6	%			16.5	%

(1) Last twelve months ("LTM").

(2) Other expense (income), net consists of foreign exchange gains and losses and other non-operating items which management considers to be outside core operating results.

(3) Restructuring expenses relate primarily to headcount reductions and facility consolidations.

(4) Acquisition related adjustments consist of changes in the fair value of contingent consideration and inventory step-up charges.

(5) Separation costs consist of professional services fees, including legal counsel, financial advisors and accounting and tax advisors, and other third party costs associated with the separation of Midera into a standalone public company.

(6) Estimated incremental recurring costs for Midera to operate certain corporate support functions as a standalone public company (executive management, finance, accounting, tax, treasury, information technology and legal, among others).

MIDERA FOOD PROCESSING, INC.

RECONCILIATION OF GAAP FINANCIAL MEASURES TO NON-GAAP FINANCIAL MEASURES

(amounts in millions, except percentages)

(unaudited)

Net debt and Net leverage ratio

		July 4, 2026
Current maturities of long-term debt		$	4.5
Long-term debt			254.1
Total debt			258.6
Less: Cash and cash equivalents			(50.5	)
Net debt		$	208.1
LTM Estimated Standalone Adjusted EBITDA			154.8
Net leverage ratio			1.3

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