Middleby (NASDAQ: MIDD) spins off Midera Food Processing into standalone public company
Rhea-AI Filing Summary
The Middleby Corporation has completed the spin-off of its food processing business into Midera Food Processing, Inc., which is now an independent public company. Middleby distributed 100% of Midera common stock to its stockholders, who received one Midera share for every one Middleby share held as of June 26, 2026.
The distribution became effective at 12:01 a.m. Eastern Time on July 6, 2026, and Midera common stock is expected to begin trading on Nasdaq under the symbol “MFP” on July 7, 2026. Middleby and Midera entered into a suite of agreements covering separation and distribution, tax matters, employee matters, intellectual property, and transition services.
Following the spin-off, Middleby positions itself as a pure-play commercial foodservice company, while Midera operates as a focused food processing business. Certain directors and an executive resigned from Middleby roles to join Midera’s board and management team in connection with the transaction.
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Insights
Middleby has separated its food processing arm into Midera, creating two focused public companies.
The Middleby Corporation completed the spin-off of its food processing business into Midera Food Processing, Inc., distributing one Midera share for each Middleby share held on June 26, 2026. Midera is expected to trade on Nasdaq under the ticker MFP from July 7, 2026.
After the transaction, Middleby becomes a pure-play commercial foodservice company, while Midera concentrates on food processing with described secular tailwinds and an M&A pipeline. The structure is formalized through a Separation and Distribution Agreement plus tax, employee, intellectual property, and transition services agreements.
Board members Robert A. Nerbonne and Cathy T. McCarthy, and executive Matthew R. Fuchsen, moved from Middleby to roles at Midera once the spin-off closed. Future disclosures in periodic reports may provide detail on the financial profiles of each standalone business and how the spin-off affects margins, growth, and capital allocation.
8-K Event Classification
Key Figures
Key Terms
Separation and Distribution Agreement financial
Tax Matters Agreement financial
Employee Matters Agreement financial
Intellectual Property Matters Agreement financial
Transition Services Agreement financial
spin-off financial
FAQ
What did Middleby (MIDD) announce regarding Midera Food Processing?
What is Middleby’s business focus after the Midera spin-off?
What key agreements did Middleby and Midera sign in connection with the spin-off?
Did any Middleby directors or officers change roles due to the Midera spin-off?
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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| Item 1.01 | Entry Into a Material Definitive Agreement. |
Agreements with Midera Food Processing, Inc.
On July 6, 2026, The Middleby Corporation (the “Company”) completed its spin-off of Midera Food Processing, Inc., a Delaware corporation (“Midera”), into a new, publicly traded company (the “Spin-off”). As a result of the Spin-off, the Company has no ownership interest in Midera. The Company has entered into the following agreements with Midera in connection with the Spin-off in order to govern the ongoing relationship between the Company and Midera after the Spin-off and to facilitate an orderly transition.
Separation and Distribution Agreement
On July 5, 2026, the Company entered into a Separation and Distribution Agreement with Midera (the “Separation Agreement”), that sets forth, among other things, the agreements between the Company and Midera regarding the principal actions taken in connection with the Spin-off, including those related to the series of internal reorganization transactions that the Company undertook prior to the Spin-off, pursuant to which Midera holds, through its subsidiaries, the Company’s food processing business, and the distribution of 100% of the issued and outstanding shares of Midera common stock to the Company’s stockholders pursuant to the Spin-off. It also sets forth other agreements that govern certain aspects of the Company’s relationship with Midera following the Spin-off. The foregoing description of the Separation Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Separation Agreement, which is filed as Exhibit 2.1 to this Current Report on Form 8-K and incorporated herein by reference.
Tax Matters Agreement
On July 5, 2026, the Company entered into a Tax Matters Agreement with Midera (the “Tax Matters Agreement”). The Tax Matters Agreement governs the Company’s and Midera’s respective rights, responsibilities and obligations with respect to tax liabilities and benefits, tax attributes, the preparation and filing of tax returns, the control of audits and other tax proceedings and other matters regarding taxes. The foregoing description of the Tax Matters Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Tax Matters Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Employee Matters Agreement
On July 5, 2026, the Company entered into an Employee Matters Agreement with Midera (the “Employee Matters Agreement”). The Employee Matters Agreement allocates liabilities and responsibilities relating to employment matters, employee compensation and benefit plans and programs and other related matters and governs certain compensation and employee benefit obligations with respect to the current and former employees and non-employee directors of each of the Company and Midera, including the terms of equity-based awards granted by the Company prior to the Spin-off. The Employee Matters Agreement also sets forth the general principles relating to employee matters with respect to both domestic and international employees, including with respect to collective bargaining agreements, allocation of assets and liabilities, workers’ compensation, payroll matters, regulatory filings, paid time off, commencing or continuing participation in employee benefit plans and the sharing of employee information, in each case as it relates to the Spin-off. The foregoing description of the Employee Matters Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Employee Matters Agreement, which is filed as Exhibit 10.2 to this Current Report on Form 8-K and incorporated herein by reference.
Intellectual Property Matters Agreement
On July 5, 2026, the Company entered into an Intellectual Property Matters Agreement with Midera (the “Intellectual Property Matters Agreement”). The Intellectual Property Matters Agreement provides for, among other things, intellectual property cross-licenses, intellectual property ownership, sublicensing, prosecution, enforcement and other arrangements. The foregoing description of the Intellectual Property Matters Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Intellectual Property Matters Agreement, which is filed as Exhibit 10.3 to this Current Report on Form 8-K and incorporated herein by reference.
Transition Services Agreement
On July 5, 2026, the Company entered into a Transition Services Agreement with Midera (the “Transition Services Agreement”). Pursuant to the Transition Services Agreement, 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. The foregoing description of the Transition Services Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Transition Services Agreement, which is filed as Exhibit 10.4 to this Current Report on Form 8-K and incorporated herein by reference.
| Item 2.01 | Completion of Material Acquisition or Disposition of Assets. |
Immediately prior to the consummation of the Spin-off, Midera was a wholly owned subsidiary of the Company. Effective as of 12:01 a.m., Eastern Time, on July 6, 2026 (the “Distribution Date”), the Company completed the Spin-off 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 Company 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 is expected to commence trading “regular way” under the symbol “MFP” on The Nasdaq Stock Market LLC (“Nasdaq”) on July 7, 2026, the next trading day following the Distribution Date.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On July 6, 2026, effective upon the consummation of the Spin-off, each of Mr. Robert A. Nerbonne and Ms. Cathy T. McCarthy resigned from their positions as members of the Board of Directors of the Company, to serve on the Board of Directors of Midera.
On July 6, 2026, effective upon the consummation of the Spin-off, Mr. Matthew R. Fuchsen resigned from his position as the Company’s Chief Development Officer, to serve as Chief Strategy Officer of Midera.
| Item 7.01 | Regulation FD Disclosure. |
On July 6, 2026, the Company issued a press release announcing, among other things, the consummation of the Spin-off. A copy of the press release 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 | |
| 2.1 | Separation and Distribution Agreement, by and between The Middleby Corporation and Midera Food Processing, Inc., dated as of July 5, 2026. | |
| 10.1 | Tax Matters Agreement, by and between The Middleby Corporation and Midera Food Processing, Inc., dated as of July 5, 2026. | |
| 10.2 | Employee Matters Agreement, by and between The Middleby Corporation and Midera Food Processing, Inc., dated as of July 5, 2026. | |
| 10.3 | Intellectual Property Matters Agreement, by and between The Middleby Corporation and Midera Food Processing, Inc., dated as of July 5, 2026. | |
| 10.4 | Transition Services Agreement, by and between The Middleby Corporation and Midera Food Processing, Inc., dated as of July 5, 2026. | |
| 99.1 | Press Release of The Middleby Corporation, dated July 6, 2026. | |
| 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: July 6, 2026 | By: | /s/ Brittany C. Cerwin | ||||
| Brittany C. Cerwin | ||||||
| Chief Financial Officer | ||||||
Exhibit 99.1
Middleby Completes Spin-off of Midera Food Processing
Positioned for The Future as a Pure-Play Commercial Foodservice Leader
Elgin, Ill. – July 6, 2026 – The Middleby Corporation (NASDAQ: MIDD) today announced that it has completed the previously announced spin-off of its Food Processing business, now operating as Midera Food Processing, Inc. (“Midera”). Shares of Midera common stock will begin trading “regular way” on The Nasdaq Stock Market under the ticker symbol “MFP,” effective at the market opening on July 7, 2026.
“This separation represents the culmination of strategic portfolio work to unlock the full value potential for our shareholders,” said Tim FitzGerald, Chief Executive Officer of Middleby. “Middleby emerges as a pure-play commercial foodservice leader with a differentiated platform built on innovation, connected solutions, and market-leading brands. Midera enters the market as an industry-leading food processing business with attractive secular tailwinds and a robust M&A pipeline. As focused, independent companies, each is positioned to execute with greater agility, invest behind their respective competitive advantages, and deliver significant long-term shareholder value.”
The spin-off was completed through the distribution, effective as of today at 12:01 a.m. Eastern Time, of all of the issued and outstanding shares of Midera common stock 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, the record date for the distribution.
About The Middleby Corporation
The Middleby Corporation is a global leader in commercial foodservice solutions. The well-known Middleby brands develop and manufacture a broad portfolio of innovative products for commercial kitchens worldwide. Middleby serves a diverse customer base with equipment and technology offerings that include cooking, warming, beverage, ice and IoT while proudly showcasing its advanced foodservice solutions in five state-of-the-art Middleby Innovation Kitchens across North America and Europe. For more information about Middleby, please visit www.middleby.com.
Advisors
Goldman Sachs & Co. LLC acted as lead financial advisor and Baird acted as financial advisor to Middleby. Skadden, Arps, Slate, Meagher & Flom LLP acted as legal counsel to Middleby.
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 Middleby Corporation’s (the “Company”) expectations with respect to the Company’s future performance, strategy, growth opportunities and value creation following the completed spin-off of Midera Food Processing, Inc. (the “Spin-off”). 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. Important factors include changing market conditions; volatility in earnings resulting from goodwill impairment losses; variability in financing costs and interest rates; quarterly variations in operating results; dependence on key customers; risks associated with the Company’s foreign operations; the Company’s ability to protect its trademarks, copyrights and other intellectual property; inflation; competitive products and pricing; announced management and organizational changes; intense competition; unfavorable tax law changes and tax authority rulings; cybersecurity attacks and other breaches in security; the Company’s ability to realize profitable growth through 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 market price of the Company’s common stock and the Company’s business, financial condition, results of operations and financial performance; 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 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.
Investor relations inquiries:
Rebecca Ellin
SVP of Investor Strategy and Corporate Development
rellin@middleby.com
Media inquiries:
Darcy Bretz
VP of Corporate Communications
dbretz@middleby.com
Kate Schneiderman
Managing Director, ICR
middleby@icrinc.com