Middleby (MFP) hands 45.2M Midera Food Processing shares to its stockholders

Rhea-AI Filing Summary

Midera Food Processing, Inc. reported that its major shareholder, The Middleby Corporation, completed an "other" restructuring transaction involving 45,222,349 shares of Midera common stock. Middleby distributed all issued and outstanding Midera shares to its own stockholders on a one-for-one basis and no longer holds Midera shares after this transaction.

Insights

Equity capital markets analyst

Middleby spun out its entire Midera stake to its own shareholders.

The filing shows The Middleby Corporation distributed 45,222,349 Midera common shares to Middleby stockholders. Each Middleby share carried one Midera share, effectively transferring all of Middleby’s Midera holdings directly to its investors as of the specified record time.

After this J-code restructuring transaction, Middleby’s reported Midera position is zero, meaning Midera now has a fully dispersed shareholder base instead of a controlling corporate owner. This is a structural ownership change rather than a market purchase or sale, and its impact will depend on how new shareholders treat their positions.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider MIDDLEBY Corp

Role null

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

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

Footnotes (1)

1. [object Object]

Key Figures

Shares restructured: 45,222,349 shares Price per share: $0.0000 per share Post-transaction holdings: 0 shares +3 more

6 metrics

Shares restructured 45,222,349 shares Common stock distributed by Middleby on July 6, 2026

Price per share $0.0000 per share Reported transaction price for distributed common stock

Post-transaction holdings 0 shares Middleby’s Midera common stock position after the distribution

Transaction code J Other acquisition or disposition / restructuring classification

Effective time 12:01 a.m. Eastern Time Effective time of distribution on July 6, 2026

Record time 4:00 p.m. Central Time Time on June 26, 2026 determining eligible Middleby holders

Key Terms

distributed, issued and outstanding shares, common stock, transaction code J, +1 more

5 terms

distributed financial

"The Middleby Corporation ("Middleby") distributed all of the issued and outstanding shares of common stock of Midera Food Processing, Inc."

issued and outstanding shares financial

"distributed all of the issued and outstanding shares of common stock of Midera"

common stock financial

"all of the issued and outstanding shares of common stock of Midera Food Processing, Inc."

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.

transaction code J regulatory

"transaction_code": "J","transaction_code_description": "Other acquisition or disposition""

Other acquisition or disposition regulatory

"transaction_code_description": "Other acquisition or disposition""

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 07/06/2026 - 05:20 PM Accepted by SEC EDGAR 07/06/2026 - 05:19 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 Corp

(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)
07/06/2026

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	07/06/2026		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 6, 2026, effective as of 12:01 a.m. Eastern Time, The Middleby Corporation ("Middleby") distributed all of the issued and outstanding shares of common stock of Midera Food Processing, Inc. ("Midera") to Middleby stockholders on the basis of one share of Midera common stock for every one share of Middleby common stock held as of 4:00 p.m. Central Time on June 26, 2026.

	/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)

FAQ

What did Middleby do with its Midera Food Processing (MFPVV) shares?

Middleby distributed all issued and outstanding Midera common shares to its own stockholders. Each Middleby share received one Midera share, shifting ownership from Middleby to its investors without a traditional market sale or purchase.

How many Midera shares were involved in the Middleby distribution?

The transaction covered 45,222,349 shares of Midera common stock. These were all of the issued and outstanding Midera shares that Middleby held, and they were distributed pro rata to Middleby stockholders in a single restructuring event.

When did the Midera share distribution by Middleby take effect?

The distribution became effective on July 6, 2026 at 12:01 a.m. Eastern Time. Eligibility for receiving Midera shares was based on Middleby stock ownership as of 4:00 p.m. Central Time on June 26, 2026, the specified record point.

What is the distribution ratio for Midera shares to Middleby shareholders?

Middleby stockholders received one share of Midera common stock for every one share of Middleby common stock they held. This one-for-one ratio directly linked each investor’s Midera allocation to their existing Middleby share count on the record date.

Does Middleby still own any Midera Food Processing shares after this Form 4?

After the transaction, Middleby reported holding zero Midera shares. The Form 4 shows all 45,222,349 issued and outstanding Midera common shares were distributed to Middleby stockholders, leaving no remaining reported Midera equity position for Middleby itself.

Was the Midera distribution a market sale or purchase of stock?

No, it was reported as an "other" J-code transaction, not a market buy or sell. The shares were distributed in-kind to Middleby stockholders, reflecting an ownership restructuring rather than an open-market trade between independent buyers and sellers.