Middleby sets record date for Midera spin-off

Rhea-AI Filing Summary

The Middleby Corporation described key steps toward the planned spin-off of its food processing business into a new public company, Midera Food Processing, Inc. The SEC has declared Midera’s Form 10 registration statement effective, a major regulatory milestone for the separation.

The Middleby board set a record date of June 26, 2026 for the pro rata distribution of all outstanding Midera shares to Middleby shareholders. Eligible holders are expected to receive one share of Midera common stock for each share of Middleby common stock, with the distribution targeted for 12:01 a.m. New York City time on July 6, 2026.

Completion of the spin-off and share distribution remains subject to conditions, including formal declaration of the distribution by the board as outlined in the Separation and Distribution Agreement. The company also highlights numerous business and transaction risks that could delay, change or prevent the spin-off.

Insights

Equity spin-off analyst

Middleby advances the Midera spin-off with clear dates and conditions.

The Middleby Corporation is moving forward with separating its Midera Food Processing business into an independent public company. The SEC has declared Midera’s Form 10 effective, and Middleby’s board has set a record date and distribution framework for existing shareholders.

Shareholders of record on June 26, 2026 are expected to receive one Midera share for each Middleby share, with distribution targeted for July 6, 2026. This structure effectively transfers full ownership of Midera to current investors while keeping their Middleby stake intact.

The transaction is still conditional, including a formal board declaration and satisfaction of other terms in the Separation and Distribution Agreement. The company also lists extensive business and transaction risks, so the ultimate timing and completion depend on regulatory, market and operational factors disclosed in its filings.

8-K Event Classification

2 items: 7.01, 9.01

2 items

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, or exhibit attachments filed with this report.

Key Figures

Form 10 status: Declared effective Record date: June 26, 2026 Expected distribution time: 12:01 a.m. on July 6, 2026 +1 more

4 metrics

Form 10 status Declared effective Midera registration statement on Form 10 declared effective by SEC

Record date June 26, 2026 Date to determine eligible Middleby shareholders for Midera distribution

Expected distribution time 12:01 a.m. on July 6, 2026 Expected effective time of Midera share distribution, New York City time

Distribution ratio 1 Midera share per 1 Middleby share Pro rata distribution to Middleby shareholders of record on June 26, 2026

Key Terms

Spin-off, Form 10, Separation and Distribution Agreement, forward-looking statements, +1 more

5 terms

Spin-off financial

"in connection with the previously announced separation of Midera from The Middleby Corporation into a new, publicly traded company (the “Spin-off”)"

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.

Form 10 regulatory

"the SEC declared effective the Registration Statement on Form 10 filed by Midera Food Processing, Inc."

Form 10 is a U.S. Securities and Exchange Commission filing companies use to register their securities and become subject to public reporting requirements, delivering a comprehensive package of business descriptions, audited financial statements, management information and risk factors. For investors it matters because it creates a standardized, permanent dossier on a company—like a full inspection and disclosure packet when buying a house—so you can assess finances, risks and management and compare firms reliably.

Separation and Distribution Agreement financial

"as set forth in the form of Separation and Distribution Agreement filed with the SEC as part of the Form 10"

A separation and distribution agreement is the legal plan that sets out how a company splits into two parts and how ownership of the new business is handed to shareholders. Think of it like a divorce settlement and moving checklist combined — it allocates assets, debts, tax responsibilities and short‑term services so both businesses can operate on their own. Investors care because the terms determine who bears future risks, costs and potential value when the split completes.

forward-looking statements regulatory

"contains “forward-looking statements” subject to the Private Securities Litigation Reform Act of 1995"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

record date financial

"approved a record date of June 26, 2026 for the pro rata distribution"

The record date is the specific day when a company determines which shareholders are eligible to receive a dividend or participate in an upcoming vote. It’s like a cutoff date; if you own the stock on that day, you get the benefits or voting rights. This date matters because it decides who qualifies for certain company benefits.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did The Middleby Corporation (MIDD) announce about the Midera spin-off?

The Middleby Corporation announced progress on spinning off Midera Food Processing into a separate public company. The SEC declared Midera’s Form 10 effective, and Middleby’s board set key dates and conditions for distributing Midera shares to existing Middleby shareholders on a pro rata basis.

What is the record date for Middleby (MIDD) shareholders in the Midera spin-off?

The record date for the Midera spin-off is June 26, 2026. Shareholders of The Middleby Corporation who hold common stock at the close of business that day are expected to qualify to receive Midera shares, subject to the board formally declaring the distribution and other conditions being satisfied.

How many Midera shares will Middleby (MIDD) shareholders receive in the spin-off?

Each eligible Middleby shareholder is expected to receive one share of Midera common stock for every share of Middleby common stock held on the record date. This one-for-one distribution transfers full ownership of Midera to existing investors without reducing their number of Middleby shares.

When is the Midera spin-off distribution expected to occur for Middleby (MIDD) holders?

The distribution of Midera shares is expected to be effective at 12:01 a.m., New York City time, on July 6, 2026. At that time, shareholders of record as of June 26, 2026 are expected to receive their pro rata Midera shares, assuming all specified conditions are met.

What conditions could affect completion of The Middleby Corporation (MIDD) spin-off of Midera?

Completion of the spin-off is conditioned on several factors, including the board of directors formally declaring the distribution as described in the Separation and Distribution Agreement. The company also cites regulatory, market and operational risks that could delay, alter or prevent consummation of the transaction.

Does The Middleby Corporation (MIDD) highlight risks related to the Midera spin-off?

The company lists extensive risks, including that the spin-off may not occur within the anticipated period or at all, may not deliver expected benefits, and could create business disruption or adverse tax outcomes. It also notes potential effects on relationships, financial performance and Middleby’s share price.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/17/2026 - 05:06 PM EDT Learn about SEC filing dates

MIDDLEBY Corp false 0000769520 0000769520 2026-06-17 2026-06-17

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): June 17, 2026

THE MIDDLEBY CORPORATION

(Exact Name of Registrant as Specified in its Charter)

Delaware		1-9973		36-3352497
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

1400 Toastmaster Drive, Elgin, Illinois		60120
(Address of Principal Executive Offices)		(Zip Code)

(847) 741-3300

(Registrant’s telephone number, including area code)

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		MIDD		The Nasdaq Global Select Market

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 7.01 Regulation FD Disclosure.

On June 17, 2026, the U.S. Securities and Exchange Commission (the “SEC”) declared effective the Registration Statement on Form 10 (the “Form 10”) filed by Midera Food Processing, Inc. (“Midera”) in connection with the previously announced separation of Midera from The Middleby Corporation (the “Company”) into a new, publicly traded company (the “Spin-off”). In connection with the Spin-off, the Board of Directors of the Company (the “Board”) has approved a record date of June 26, 2026 (the “Record Date”) for the pro rata distribution (the “Distribution”) of all of the issued and outstanding shares of Midera common stock to the holders of Company common stock as of the close of business on the Record Date (the “Record Holders”). As previously announced, the Distribution is expected to be effective as of 12:01 a.m., New York City time, on July 6, 2026 (the “Expected Distribution Date”) and the Record Holders are expected to receive one share of Midera common stock for every share of Company common stock they hold as of the close of business on the Record Date. Completion of the Distribution is conditioned upon the satisfaction or waiver of certain conditions, including, among other things, the Board having formally declared the Distribution, as set forth in the form of Separation and Distribution Agreement filed with the SEC as part of the Form 10.

The information set forth in this Item 7.01 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 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
104		Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document).

Cautionary Statement Regarding Forward-Looking Statements

This Current Report on Form 8-K contains “forward-looking statements” subject to the Private Securities Litigation Reform Act of 1995, including statements regarding expectations with respect to the timing of 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. 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 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 Spin-off 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 the Company’s business in connection with the Spin-off; the potential that the Company does not realize all of the expected benefits of the Spin-off; the potential 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 results of the Spin-off, 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 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 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.

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: June 17, 2026				By:		/s/ Brittany C. Cerwin
						Brittany C. Cerwin
						Chief Financial Officer

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 16.8 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 10.6 KB