Middleby Marshall (MFPVV) transfers 45,222,349 Midera Food shares to parent

Rhea-AI Filing Summary

Middleby Marshall Inc., a ten percent owner of Midera Food Processing, Inc., reported an internal restructuring transaction involving its common stock holdings. On July 5, 2026, Middleby Marshall distributed 45,222,349 shares of Midera common stock to its sole stockholder, The Middleby Corporation, at a stated price of $0.00 per share. After this distribution, Middleby Marshall reported holding 0 shares of Midera common stock.

Insights

Equity ownership structure analyst

Large internal share transfer shifts Midera ownership within the Middleby group.

The filing shows Middleby Marshall Inc. distributing 45,222,349 shares of Midera Food Processing common stock to its sole stockholder, The Middleby Corporation. The transaction is coded as “J” for other acquisition or disposition, indicating a restructuring-type move rather than a market trade.

Following the distribution, Middleby Marshall reports holding 0 shares, so the direct ten percent ownership moves up to the parent entity. Because no price was paid ($0.00 per share) and no open-market activity is indicated, this appears to be an internal realignment of ownership rather than a signal about Midera’s valuation.

Insider Trade Summary

Net Seller: 45,222,349 shares

Net Sell 1 txn

Insider Middleby Marshall Inc.

Role 10% Owner

Type	Security	Shares	Price	Value
Other	Common Stock	45,222,349	$0.00	$0.00

Holdings After Transaction: Common Stock — 0 shares (Direct)

Footnotes (1)

1. F1. On July 5, 2026, Middleby Marshall Inc. distributed all of the issued and outstanding shares of common stock of Midera Food Processing, Inc. to its sole stockholder, The Middleby Corporation.

Key Figures

Shares distributed: 45,222,349 shares Transaction price per share: $0.00 per share Shares held after transaction: 0 shares +2 more

5 metrics

Shares distributed 45,222,349 shares Common Stock distributed on July 5, 2026

Transaction price per share $0.00 per share Reported price for the distribution

Shares held after transaction 0 shares Total shares following transaction for Middleby Marshall Inc.

Restructuring shares 45,222,349 shares Classified as restructuringShares in transaction summary

Transaction code J Other acquisition or disposition classification

Key Terms

Common Stock, Other acquisition or disposition, ten percent owner, restructuringShares

4 terms

Common Stock financial

"security_title: "Common Stock""

Common stock represents ownership shares in a company, giving investors a stake in its success and a say in important decisions through voting rights. It is the most common type of stock traded on markets and can provide income through dividends, as well as potential for value growth. For investors, holding common stock means sharing in the company’s profits and risks.

Other acquisition or disposition financial

"transaction_code_description: "Other acquisition or disposition""

ten percent owner regulatory

""is_ten_percent_owner": 1"

restructuringShares financial

""restructuringShares": 45222349"

FAQ

What did Middleby Marshall Inc. report in this Form 4 for Midera Food Processing (MFPVV)?

Middleby Marshall Inc. reported an internal restructuring transaction. It distributed 45,222,349 shares of Midera Food Processing common stock to its sole stockholder, The Middleby Corporation, and reported holding zero Midera shares after the transaction.

How many Midera Food Processing shares were transferred in the Middleby Marshall transaction?

The transaction involved 45,222,349 shares of Midera Food Processing common stock. All these issued and outstanding shares were distributed by Middleby Marshall Inc. to its sole stockholder, The Middleby Corporation, on July 5, 2026, as described in the filing footnote.

Did Middleby Marshall Inc. receive cash for the Midera Food Processing share distribution?

No cash consideration is indicated for the distribution. The Form 4 lists a transaction price per share of $0.00, and the footnote describes the event as a distribution of all issued and outstanding Midera common shares to The Middleby Corporation.

What is Middleby Marshall Inc.’s ownership in Midera Food Processing after this Form 4?

After the reported transaction, Middleby Marshall Inc. lists total shares following the transaction as zero. This means it no longer directly holds Midera Food Processing common stock; the shares were transferred to its sole stockholder, The Middleby Corporation.

How is the Form 4 transaction involving Midera Food Processing classified by the SEC code?

The transaction is classified with code J, which the filing describes as “Other acquisition or disposition.” The transaction summary further treats it as a restructuring event, reflecting an internal transfer rather than a standard market purchase or sale.

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Available on EDGAR 07/06/2026 - 05:24 PM Accepted by SEC EDGAR 07/06/2026 - 05:23 PM Learn about SEC filing dates

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Middleby Marshall Inc.

(Last) (First) (Middle)

1400 TOASTMASTER DRIVE

(Street)

ELGIN ILLINOIS 60120

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Midera Food Processing, Inc. [ MFP ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
07/05/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	07/05/2026		J(1)		45,222,349	D	$0	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. On July 5, 2026, Middleby Marshall Inc. distributed all of the issued and outstanding shares of common stock of Midera Food Processing, Inc. to its sole stockholder, The Middleby Corporation.

	/s/ Michael D. Thompson, General Counsel and Secretary	07/06/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)