Middleby (NASDAQ: MIDD) details spin-off of high-margin Food Processing arm
Rhea-AI Filing Summary
The Middleby Corporation is moving forward with plans to spin off its Food Processing business into a standalone public company and has released a detailed investor presentation on the proposed transaction. The Food Processing segment generated $850 million of revenue and $172 million of adjusted EBITDA in 2025, implying an adjusted EBITDA margin of about 20%, with guidance for 2026 revenue of $895–$925 million and adjusted EBITDA of $186–$208 million. Management highlights a long track record of acquisitions, strong aftermarket and total-line solutions, and favorable industry trends across protein, bakery and snack markets. The presentation outlines a preliminary estimate of $27–$32 million in standalone corporate costs and a spin timeline that includes an investor day on May 12, 2026, a Form 10 registration statement filing, and the appointment of Mark Salman as CEO of the new Food Processing company.
Positive
- Middleby is advancing a spin-off of its Food Processing business into an independent public company, separating a sizable segment with 2025 revenue of $850m and adjusted EBITDA of $172m at roughly a 20% margin, supported by 2026 guidance showing further revenue and EBITDA growth.
Negative
- None.
Insights
Middleby details a sizable spin-off of its high-margin Food Processing segment with standalone targets and timeline.
The presentation shows Food Processing as a substantial business with 2025 revenue of
Management emphasizes a long M&A track record, total-line solutions, and high-margin aftermarket sales, positioning the new company as a “premier growth compounder.” The outlook notes prior tariff and demand disruptions but pairs this with strong orders, backlog growth and secular drivers like automation, food security and sustainability.
The spin introduces new cost structure details, including preliminary standalone corporate costs of
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| Item 7.01 | Regulation FD Disclosure. |
On March 5, 2026, in connection with The Middleby Corporation’s (the “Company”) previously announced transaction to separate its food processing business (the “Food Processing Business”) into a standalone public company (the “Spin-off”), the Company issued a presentation regarding the proposed Spin-off. A copy of the presentation is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The information set forth in this Item 7.01, including Exhibit 99.1, is deemed to be “furnished” and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section. The information set forth in this Item 7.01, including Exhibit 99.1, shall not be deemed incorporated by reference into any filing under the Exchange Act or the Securities Act of 1933, as amended, regardless of any general incorporation language in such filing, except as shall be expressly set forth by specific reference in such filing.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. |
Description | |
| 99.1 | Presentation, dated March 5, 2026, issued by The Middleby Corporation. | |
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document). | |
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: March 5, 2026 | By: | /s/ Bryan E. Mittelman | ||||
| Bryan E. Mittelman | ||||||
| Chief Financial Officer | ||||||
Exhibit 99.1 BUSINESS OVERVIEW MARCH 2026 AI: \\firmwide.corp.gs.com\ibdroot\proje cts\IBD- NY\mineral2025\942221_1\08. Graphics 2025\AI\02 Middleby Cover Dividers Widescreen.ai JPG: \\firmwide.corp.gs.com\ibdroot\proje cts\IBD- NY\mineral2025\942221_1\08. Graphics 2025\JPG 26-03-2025
Forward Looking and Non-GAAP Statements Safe Harbor Statement This presentation contains “forward-looking statements” subject to the Private Securities Litigation Reform Act of 1995. 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 Middleby Corporation’s (the “Company”) 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; the state of the residential construction, housing and home improvement markets; the state of the credit markets, including mortgages, home equity loans and consumer credit; intense competition in the Company’s business segments 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 possibility that the proposed spin-off of the Company’s Food Processing business (“FP” or “FP business”) will not be consummated within the anticipated time period or at all, including as the result of regulatory, market or other factors, including the possibility that various closing conditions for the spin-off may not be satisfied; the potential disruption to our business in connection with the proposed spin-off; the potential that the FP business and the Company do not realize all of the expected benefits of the spin-off; that the spin-off may be more difficult, time consuming or costly than expected; the failure of the spin-off to qualify for the expected tax treatment; potential adverse effects of the announcement of the proposed FP spin-off or results thereof, including on the market price of the Company’s common stock, 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; risks related to diversion of the Company’s management’s attention from its ongoing business operations due to the proposed FP spin-off; and other risks detailed in the Company’s SEC filings. All forward-looking statements are expressly qualified in their entirety by these cautionary statements. The forward-looking statements included in this presentation 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. Non-GAAP Measures This presentation contains information about the Company’s and FP’s financial results which are not presented in accordance with GAAP. Specifically, Adjusted EBITDA is a non-GAAP financial measure. Adjusted EBITDA represents net income before depreciation and amortization (including asset impairments), interest expense, income tax (expense) benefit, other income (expense), net, equity income (loss), net of tax, restructuring and other special items. In addition, Adjusted EBITDA margin, which is Adjusted EBITDA as a percent of revenue, is also a non-GAAP financial measure. 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 included in this presentation do not have standard meanings and may vary from similarly titled non-GAAP financial measures used by other companies. The Company believes Adjusted EBITDA and 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 that its presentation of these 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 performance. The reconciliation of those measures to the most directly comparable GAAP measures is detailed in Middleby’s press release for the fourth quarter of 2025, which is available at www.middleby.com, together with this presentation. 2
Portfolio Transformation Creates Three Leading & Independent Capability-Aligned Companies COMMERCIAL FOODSERVICE 1 1 1 1 1 1 $2.4bn $627m ~27% $850m $172m ~20% $733m $80m ~11% 2025A 2025A Adj. Adj. EBITDA 2025A 2025A Adj. Adj. EBITDA 2025A 2025A Adj. Adj. EBITDA Revenue EBITDA Margin Revenue EBITDA Margin Revenue EBITDA Margin ✓ Innovation leader with portfolio of cooking ✓ Fast growing and focused food processing ✓ Iconic market-leading premium brands in and beverage solutions across Commercial market leader with a best-in-class financial kitchen equipment across Residential end- Foodservice end-markets profile markets, sold into diversified global network of thousands of specialty dealers ✓ Positioned to accelerate sales growth, ✓ Business will benefit from its own capital capitalizing on next generation product structure, investor base and acquisition ✓ Focused on attractive R&R segment, introductions and growth into new, attractive currency exhibiting long-term growth due to secular markets trends around the increased premiumization ✓ Strong M&A pipeline and actionable organic of kitchens & outdoor spaces ✓ Top-tier margins and cash generation initiatives support a significant growth combined with further opportunities to scale opportunity and ability to quickly scale✓ Accelerating momentum and investment in the market via 26North partnership, with upside from quality & service focus, new product launches, and operating initiatives to leveraging scale across platform Portfolio Transformation Maximizes Shareholder Value 3 1 As reported in 2025A earnings release and excludes any allocation of corporate costs.
Middleby Food Processing Pure-Play Leader in Food Processing Technology Poultry Solution Introduction 2026 – Release of the Complete Line Enter Snack & Tortilla 2024 – Acquisition of JC Ford Expansion of Global Capabilities 2023 – India Manufacturing Engineering Open Bakery Innovation Center Mark Salman 2017 – Plano, TX Automated Washing & Sanitation Solutions Future CEO FPG 2022 – Acquisition of Colussi Ermes Mark Salman is President of Middleby’s Food Protein Enter Baking Category Innovation Processing Group, and a member of the 2012 – Auto-Bake & Stewart Center Launch Systems company’s executive leadership team. Since 2019 – Chicago, IL 2018, he has led significant revenue growth, margin expansion, and strategic M&A, helping Protein Thermal scale the business to $850m in revenue. Mark Processing Leader 2005 – Alkar Acquisition brings decades of global food processing and bakery industry leadership experience Building Platform Premier Platform Built Through Organic and Acquisition Driven Growth 4
Middleby Food Processing Team Members Mark Bowie Matt Fuchsen Rob Fagan Chief Operating Officer Chief Strategy Officer VP Finance Mark was appointed Chief Operating Matt Fuchsen is currently Chief Rob Fagan joined Middleby in early Officer of Middleby Food Processing Development Officer of Middleby 2025 as Vice President of Finance. His earlier this year. A 25-year industrial Corporation. Since joining Middleby in responsibilities include FP&A and IR manufacturing veteran specializing in 2011, he has identified, managed, and for Middleby Food Processing in operational strategy, Bowie is tasked executed the Food Processing Group’s addition to managing the spin-off with driving efficiency and enhancing disciplined acquisition process. He brings over 20 years of the customer experience. He joins strategy. Completing 29 acquisitions corporate and operational finance Middleby from In-Place Machining, during his tenure, Matt has overseen leadership. Prior to joining Middleby, where he served as CEO, and the integration of acquired businesses, Rob held management positions in previously led LPW Group. His ensuring that long-term strategic plans finance and operational functions background includes a leadership role are translated into results. Matt brings including FP&A, IR, Corporate at JBT Corporation and a long tenure at over 20 years of strategic transaction Development, Pricing and Product Colfax Fluid Handling, where he honed expertise and before joining Middleby, Management across DFIN and RR his expertise in lean manufacturing he was with Deloitte Tax LLP. Donnelley. and commercial leadership. 5
Today’s Key Takeaways Market Leader Across High-Growth #1 / #2 30+ 17+ 1 In Total Line Industry Leading Categories across Protein, Food Categories Solutions Brands Bakery and Snack Installed Base and Leading Brands 20% ~40% 30+ 2025 Adj. EBITDA Aftermarket Parts & Years of Median tenure 2 Drive a Premier Financial Profile 1 Margin Services as % of Sales for Top 10 Customers Significant Organic & Inorganic $800+ ~10% 4 Million in M&A since Growth Strategies Accelerated by 3 2022A – 2026G Revenue Global Innovation 2005 supporting CAGR incl. M&A Centers status as a Premier Growth Compounder Favorable Industry Trends 6 [ ] 1 As reported in 2025A earnings release and excludes any allocation of corporate costs.
Middleby Food Processing Strong Foundations By the Numbers Diverse & Large End-Markets Bakery & Snack Protein 1 $850m $172m¹ 20% • Alternative• Artisan / flatbread • Bacon• Biscuits / crackers Revenue Adj. EBITDA Adj. EBITDA Margin Category • Case ready• Bread • Buns • Charcuterie Leader • Deli / lunch meat• Cakes / muffins Growing Solutions in • Egg bites• Energy bars Targeted Food 33 30+ Years Categories • Poultry• Pizza / pastries Industry Leading Median Tenure of Top • Philly steak• Tortilla / snacks Brands 10 Customers • Sausage / Hot dog Denotes leading position in category Equipment vs. Aftermarket Market Category Geography FY’25 Revenues 4% 10% 9% 40% 52% 31% 56% 38% 60% US / Canada EMEA Latin America APAC Protein Bakery Snack 7 Equipment & Installation Aftermarket Parts & Service 1 As reported in 2025A earnings release and excludes any allocation of corporate costs
Portfolio of Premium Food Processing Brands Bakery & Snack Brands High-Capacity Automated Bakery Equipment Professional Mixers German Bakery Bread Dough Serpentine Solution for Proof | Bake | Cool & Comm. Bag Closures Technology Make-up Machinery all Bakery Categories Professional Baking High-Capacity Bread and Bun Complete Biscuit and Bakery Automation & Liquid Packaging Tortilla & Tortilla Chip Complete Cake & Sweet Machinery Conveyorized Systems Cracker Solutions Systems Forming Systems Goods Processing Lines Production Lines Protein Brands Cook | Chill | Smoke Transport | Grind | Mix | Brine | Press | Massage | Tenderize | Automated Cook Chill | Ham | Modified Atmosphere Align | Convey | Autoload Roast | Pasteurize Defrost | Separate | Mould Sous Vide Massage | Emulsify Packaging Industrial Filtration Robotics Portion | Form Slicing Systems AGV Robot Loading | Premier Vacuum & MAP Batter | Bread | Fry Protein Processing & Mature | Dry | Smoke | Cook | Roast | Bacon | Meat | Cheese Unloading Thermoforming Solutions Thermal Systems Pasteurize Chill | Defrost Protein & Bakery Brands Automated Freeze | Chill Washing | Sanitizing | Fill | Deposit | Portion | Interleavers | Stackers Automated Guided Thermal Processing & Drying Logistic Steam | Proof Interleaving Materials Vehicles Pump Preservation Systems Solutions 8
Leveraging Our Global Footprint to Serve Customers Around the World MFP’s Global Footprint of 52 Facilities Includes 28 Manufacturing Facilities, 4 Innovation Global Expansion for Global Customer Base Centers and 20 Sales, Parts & Service Offices Global Installed Base 15 13 International Manufacturing U.S. Manufacturing Locations Locations 4 20 Rosemont, IL Innovation Centers Sales, Parts & Service Offices 2,800+ 7,000+ Global Employees Global Customer Locations Global Coverage Allows us to better Serve our Customers 500+ 110+ Engineers Countries Corporate HQ 9
Where We Specialize in the Value Chain Engineered Solutions Driving ROI and Further End-of-Line Processing Positioned in Value-Add Primary Secondary Further Segments End-of-Line Processing Processing Processing • Global thermal processing leader in cooking and baking • Harvesting • Cutting • Material Handling • Stacking / Interleaving (10,000+ units installed) • Emulsion / Mixing • Milling • Grading • Vacuum Packaging • Forming / Portioning / • Product portfolio across • Ingredients • De-boning • MAP Packaging Sheeting / Dividing highly engineered solutions • Sorting • Skinning • Robotic Handling • Thermal Processing • Cook / Chill • Washing / Chilling• Portioning• Automated Guided • Smoke / Roast • Advanced innovation & Vehicles (AGVs) • Weighing • Slicing • Facility Automation strong customization • Cooling / Freezing • Yield and Waste • Conveying Management • Yield management • Total Line Solutions offer lowest cost of ownership Highest Value Capture & Value-Add Protection Strategic focus and expertise in further processing 10
Favorable Industry Trends Shifting Dietary Demand Long-Term Advanced Increasing Elevating Preferences for for Local Underlying Automation Demand for Sustainability High Quality Food Security Consumption & Labor “Ready-to-Go” Goals Foods Growth Resilience Options Evolving consumer Geopolitical tensions Global labor shortages Expansion of the Modern equipment Consumer behavior prompting investments “consumer class” in focus on health and and rising unit labor reduces waste and has shifted towards in domestic production nutrition is driving a costs are driving need emerging markets is convenience-first and energy usage to meet structural shift towards infrastructure for increased increasing demand for sustainability targets on-the-go lifestyles protein-rich and efficiency and high-quality foods and lower costs nutrient-dense diets automation investment LSD to MSD $45B 2.1M $375B ~30% ~10% CAGR Projected Annual World Bank Unfilled Projected Global of Operating Costs Projected Growth of Growth in Global Commitment Manufacturing Market Size for in Food Global Nutritional Protein Consumption toward Advancing Positions Globally Ready-to-Eat Food by Manufacturing from Food Market 1 5 3 4 6 2 through 2030 Food Security by 2030 2032 (8.5% CAGR) Energy Expenses through 2032 1 4 Mordor Intelligence. FnF Research. 11 2 5 Data Bridge Market Research. World Bank. 3 6 National Association of Manufacturers. Brightpath Associates.
Middleby Food Processing Drivers of Growth Across Attractive End Markets 4 3 M&A Upside 2 Aftermarket Market 1 Penetration Established Total Line operational Solutions High-margin playbook to aftermarket acquire Industry Trends Sales growth business pipeline driven by grows with targets, High ROI to product customer integrate and operators with innovation, wallet-share realize full holistic system replacement and loyalty value of design and demand, and synergy value partnership vs. geographic Middleby’s equipment expansion global platform replacement 12 Industry Industry Leading Leading Platform Platform (current) (future)
Middleby Food Processing Offers Best-In-Class Total Line 1 Solutions… Example Pre-Cooked Bacon Total Line Solutions Acquired in 2011 Acquired in 2015 Acquired in 2017 Acquired in 2019 Acquired in 2022 Acquired in 2005 Press Slicer Oven Chiller Sheeter / Stacker Thermoformer Food Processing has combined innovation, strategic acquisitions and the power of the full line 13
…Driving Significant ROI for Customers 1 Illustrative Full-Line Solution offering, combining the power of 7 acquired brands, offers a customer ~$4.4m Net Savings / Year and <2-year payback period Headline Savings In Practice – Pre-Cooked Bacon Full-Line Solution Middleby Food Processing is focused on Illustrative Full-Line Solution Purchase Price (~7 brands) ~$8m delivery highest quality products, generating a significant ROI for ~7 Operatives (2 shifts, $60K Salary) ~$0.8m customers Package Cost Savings ~$0.3m Approach is to offer best-in-class grouping to offer the lowest cost of Maintenance Savings ~$0.1m ownership Yield Improvement from Slicer ~$1.5m Labor, packaging, and maintenance savings – coupled with yield Yield Improvement from Cooker / Chiller / Sheeter ~$1.6m improvements from superior technology / integration – contributes to leading 1 Annual Savings ~$4.4m p.a. value proposition Strong Value to Customer Drives Quality Growth 14 1 May not foot due to rounding
Market Penetration through Category and Geographic 2 Expansion… Growth Categories Geographic Expansion Investments Snack - rise in “snacking culture”, paired with consumer preference has fueled demand for advanced processing equipment Celebration Cake - celebration culture and 20 4 6 growing demand for customized cakes drives need for processing equipment Sales, Parts & Innovation Continents Service Offices Centers Poultry Changing consumer preferences Charcuterie spearheading a shift driving increased demand Artisan & Sourdough Bread Accelerating penetration for industry leading brands Product Portfolio and Geographical Footprint Drive Long Term Growth with Increased Wallet Share 15
…Driven by Leading Product Innovation 2 Investment in Innovation Innovation Centers Drive Market Penetration Italian Innovation Center (MCI) Offer full-suite experience for customers to collaborate and tailor innovative solutions Innovation Product Industry Validation Testing Events Equipment Customer Food Science Demonstration Training Collaboration 16
Strong Foundation in Aftermarket Parts & Service 3 Overview of MFP Aftermarket Offerings Aftermarket is a significant % of sales Parts: Sale of OEM replacement parts supporting uptime, food safety, and performance across the installed base \ Service: Maintenance, repair, and technical support delivered through a factory-direct service network New & replacement Modernization: Upgrades, retrofits, and enhancements applied to existing equipment spend equipment to improve efficiency, reliability, automation, and compliance ~60% Investments in Aftermarket to Drive Growth Ongoing investments in aftermarket infrastructure include: — Localizing service centers Aftermarket — Introducing central software platform for service parts & service \ — Performance intelligence (IoT) to provide monitoring and predictive diagnostics ~40% — Expanding offering to address modernization needs of equipment — Providing upfront service plans at installation/initial sale Increasing High-Margin Aftermarket Services Expand Stable, Recurring Revenue 17
M&A as a Scalable Growth and Margin Expansion Engine 4 Cumulative Food Processing Acquisitions Acquirer of Choice $800m+ in M&A since 2005, Entrepreneurial Mindset Bakery Added Washing / Chips & supporting FY25A Adj. Automation & Sanitation to Tortilla 34 Forming Customer EBITDA of $172m Systems 32 Solutions Extended Total Line Solution (TLS) Fit Automation 28 27 Capabilities Expanded Packaging 23 23 Capabilities 22 21 Entered Market Growth Access Baking Platform 18 Expanded 14 13 Meat Processing 12 Offerings 11 10 Strategic Integration Unlocked 8 Food Processing 3 2 2 2 1 1 Innovation Focused '05A '06A '07A '08A '09A '10A '11A '12A '13A '14A '15A '16A '17A '18A '19A '20A '21A '22A '23A '24A '25A 20+ year track record of disciplined M&A activity creating shareholder value 18
With Significant Value Created Through Proven Integration 4 Expertise Impacting Both Revenue and Adj. EBITDA Growth $ Millions ✓ Since 2005, Middleby Food Processing has Acquisition A Acquisition B Acquisition C acquired 30+ companies 4% 22% 6% 27% 15% 25% ✓ Average Adj. EBITDA margin of ~11% at 2005A Adj. 2024A Adj. 2008A Adj. 2024A Adj. 2022A Adj. 2024A Adj. acquisition EBITDA Margin EBITDA Margin EBITDA Margin EBITDA Margin EBITDA Margin EBITDA Margin ✓ With enhanced scale and operational $38 $73 $25 $51 $47 $62 2005A Net Sales 2024A Net Sales 2008A Net Sales 2024A Net Sales 2022A Net Sales 2024A Net Sales excellence, Food Processing acquisitions have flourished, positioning Middleby as an “acquirer of choice” Acquisition D Acquisition E Acquisition F 8% 27% 10% 40% 12% 33% 2012A Adj. 2024A Adj. 2015A Adj. 2024A Adj. 2018A Adj. 2024A Adj. EBITDA Margin EBITDA Margin EBITDA Margin EBITDA Margin EBITDA Margin EBITDA Margin $48 $100 $14 $22 $16 $37 2012A Net Sales 2024A Net Sales 2015A Net Sales 2024A Net Sales 2018A Net Sales 2024A Net Sales Strong track-record of accretive M&A at attractive multiples driving EBITDA margin expansion 19
Track Record of Profitable Growth Revenue (US$ m) Drivers of Performance Strong sustained revenue growth from 2019-2026 through a combination of organic growth and M&A $895-925 $850 $770 $757 Muted growth across Food Processing $629 industry in 2024 and 2025 driven by $538 political and macroeconomic $466 $438 uncertainty Ability to demonstrate operational 2019A 2020A 2021A 2022A 2023A 2024A 2025A 2026G excellence in an environment with 1 EBITDA (US$ m) increased price competition and lower demand Continued consistent margin $197 $186-208 expansion, with ~400bps of margin $187 $172 expansion from 2020-2024A $138 $117 Organic margins in 2025 impacted by $95 $83 disruption in order timing resulting in production inefficiencies and higher costs due to tariffs 2019A 2020A 2021A 2022A 2023A 2024A 2025A 2026G 20 1 2 Not inclusive of corporate costs. Represents mid-point of 2026G range. Note: Historicals current Middleby segmentation as of year-end 2025. 2026G figures represent the midpoint of guidance as presented on 26-Feb-2026.
Food Processing Orders & Backlog Orders (in $m) Commentary 85% 35% • Strong Q4 organic order intake with 66% growth over prior year following H1 deferrals +66%¹ +18%¹ $945 $322 with tariff impact and uncertainties $702 $173 • Backlog increased driven by total line solutions and international expansion • Automation and Total Line Solutions in FY '24 FY '25 Q4 '24 Q4 '25 demand to address labor costs and Backlog (in $m) production efficiencies 59% • Favorable long-term outlook in bakery, protein +36%¹ $410 and snack foods categories, with near-term improvements across most served markets $258 Q4 '24 Q4 '25 1 Organic Growth
Middleby Food Processing Financial Outlook Q1 2026 & FY 2026 Guidance (in $m) Stand-Alone Corporate Costs % Growth % Growth Preliminary estimate of vs Mid- vs Mid- standalone and run- Q1 ’26 Q1 ’25 Point FY ’26 FY ’25 Point rate public company costs of $27-32m +22% +7% Revenue +10-15% +4-6% Excludes stock-based $200-210m $168m $895-925m $850m Organic Organic compensation growth growth Estimates to be further refined and detailed in the Form 10 Adj. $37-41m $30m +30% $186-208m $172m +15% EBITDA 22
Timeline for Middleby Food Processing Spin Middleby Food Processing th May 12 , 2026 • Middleby Food Processing Investor Day hosted in NYC MIDD Middleby Food Processing Middleby Food Processing th nd 4 quarter earnings April 2026 2 Quarter 2026 • Mark Salman announced • Public filing of Spin • Target spin completion as CEO of Middleby Registration Statement Food Processing 23
Middleby Food Processing Value Creation Model Industry Leading Platform Favorable Industry Trends Organic Growth Enablers Inorganic Growth Enablers Improving Living Standards in Developing Countries Large, Global Total Line 30+ Best in Synergy Disciplined Market Install Base Increasing Demand for Solutions Class Brands Proficiency M&A Execution Penetration Local Food Security Industrialization of Food Production + + + Increasing Food Safety Requirements Diversified End Innovation Fragmented Aftermarket Markets Centers Industry Elevating Sustainability Goals x High Performance Determination to Win Speed of Innovation Entrepreneurial Mindset DNA Execution Process = Premier Growth Best-In-Class High FCF Conversion Compounder Margin Profile 24
Investment Thesis Best-in-Class, total line solutions for protein, bakery, and snack processors with leading, blue-chip customers Favorable industry trends across end markets drive high demand for innovative automation technologies Market penetration into both existing and growth categories (incl. equipment and aftermarket) Track record of long-term value-accretive M&A to compound on strong organic sales growth Positioned for growth with clear drivers and experienced management team Industry leading financial profile, with Adj. EBITDA margins at ~20% and strong free cash flow conversion 25
FAQ
What strategic move is The Middleby Corporation (MIDD) outlining in this presentation?
How large is Middleby’s Food Processing business by revenue and profitability?
What 2026 financial guidance is provided for Middleby’s Food Processing segment?
Who will lead the spun-off Middleby Food Processing company after the separation?
What timeline and key milestones are given for the Middleby Food Processing spin-off?
What risks to the proposed Middleby Food Processing spin-off are highlighted?
How does Middleby describe growth drivers for its Food Processing business?
Filing Exhibits & Attachments
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