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Middleby Corp SEC Filings

MIDD NASDAQ

Welcome to our dedicated page for Middleby SEC filings (Ticker: MIDD), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.

Middleby Corp filings document the company's public disclosures as a Nasdaq-listed manufacturer of commercial foodservice and food processing equipment. Its Form 8-K reports cover operating results, financial-condition updates, capital-structure information, credit-agreement leverage measures, and material corporate events tied to its equipment businesses.

Middleby's proxy and governance filings describe shareholder voting matters, board composition, executive appointments, compensation arrangements, bylaw amendments, and related governance procedures. The filings also identify its common stock under ticker MIDD and provide formal records for business descriptions, financial exhibits, and corporate actions affecting the company's reporting and governance profile.

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The Middleby Corporation approved the spin-off of its food processing business, Midera Food Processing, into an independent public company. Middleby will distribute all outstanding Midera shares pro rata, giving stockholders one Midera share for each Middleby share held at 4:00 p.m. Central Time on June 26, 2026.

The distribution is scheduled to occur at 12:01 a.m. Eastern Time on July 6, 2026, subject to conditions in the Separation and Distribution Agreement. Midera common stock is expected to trade on Nasdaq as “MFP” starting July 7, 2026, following a “when-issued” period under “MFPVV.” Middleby expects the spin-off to be tax-free for U.S. federal income tax purposes.

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Rhea-AI 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.

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MIDDLEBY Corp filed an initial ownership report for Midera Food Processing, Inc. common stock. The filing shows indirect ownership of 100 shares of common stock, held through Middleby Marshall Inc., and identifies MIDDLEBY Corp as a ten percent owner of Midera Food Processing.

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The Middleby Corporation adopted two key executive compensation programs. The Board’s Compensation Committee approved a new Executive Severance Plan covering named executive officers and certain other executives. It provides severance benefits if employment is terminated without cause, with different terms when a termination occurs within 24 months after a change in control and when the executive resigns for good reason after such a change.

The Committee also adopted an amended and restated Value Creation Incentive Plan, originally established in 2011. Under this plan, named executive officers and selected employees may earn cash bonuses based on performance goals over a fiscal year or longer performance period, with awards paid only if designated performance goals set by the Committee are achieved.

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The Middleby Corporation reported voting results from its 2026 Annual Meeting of Stockholders. Of 46,621,841 shares entitled to vote, 44,057,414 were present or represented by proxy, indicating strong participation.

Stockholders elected eleven directors, with each nominee receiving over 38 million votes in favor and therefore being elected to serve until the 2027 annual meeting. Investors also approved, on an advisory basis, the compensation of the company’s named executive officers, with 40,916,800 votes for and 982,309 against. In addition, stockholders ratified the selection of Ernst & Young LLP as independent public accountants for the fiscal year ending January 2, 2027, with 42,891,095 votes for and 1,071,172 against.

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Middleby Corp reports a Schedule 13G/A showing Select Equity Group, L.P. and George S. Loening jointly beneficially own 1,500,535 shares of Common Stock, representing 3.32% of the class.

The filing states the ownership is based on 45,214,496 shares outstanding as of May 11, 2026. Both Select LP and Mr. Loening report shared voting and dispositive power over the 1,500,535 shares. The filing is a joint statement and lists Select Equity GP, LLC as the general partner.

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MIDDLEBY CORP reported that T. Rowe Price Associates, Inc. holds 6,420,118 shares of Common Stock, representing 13.6% of the class as declared in this Schedule 13G/A.

The filing shows sole voting power of 6,078,369 shares and sole dispositive power of 6,420,118 shares. The cover lists CUSIP 596278101 and an internal form date of 03/31/2026; the signature is dated 05/15/2026.

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The Middleby Corporation reported strong growth in its core businesses but a net loss driven by a major divestiture. For the quarter ended April 4, 2026, net sales from continuing operations rose to $839.9 million, up 15% year over year, with Commercial Foodservice and Food Processing both growing, especially internationally.

Net earnings from continuing operations were $85.3 million, but a $135.4 million loss from discontinued operations, mainly the sale of a 51% stake in the Residential Kitchen Equipment Group, led to a total net loss of $50.1 million and basic diluted loss per share of $1.06. The Residential transaction generated $564.6 million of cash proceeds plus a note receivable and a 49% equity interest in the new entity, Composition Brands.

Middleby used part of the proceeds to reduce total debt from $2.2 billion to $1.9 billion and repurchased 2.39 million shares for about $374.8 million. Management is also targeting a July 6, 2026 spin-off of its Food Processing business into Midera Food Processing, Inc., subject to customary approvals, while noting ongoing pressures from tariffs, inflation, and supply chain constraints.

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MIDDLEBY Corp ownership filing: JPMorgan Chase reports beneficial ownership of 2,367,289 shares of common stock, representing 5.0% as of 03/31/2026. The filing lists voting and dispositive powers held across JPMorgan entities and is signed by a JPMorgan Vice President on 05/13/2026.

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The Middleby Corporation furnished materials from its Investor Day, including strategic and financial outlook and details on the planned spin-off of its Food Processing Business into Midera Food Processing, Inc.

For 2026, Middleby’s Commercial Foodservice segment is targeted at about $2,465m in net sales and $575m in adjusted EBITDA, implying roughly a 23% adjusted EBITDA margin and 27% adjusted segment EBITDA margin. The food processing spin entity Midera is outlined at about $930m in 2026 net sales and $165m in adjusted EBITDA, with margins around 18% and 21%, respectively.

Management highlights a three-year framework (from 2025) targeting 3–6% organic net sales CAGR, 6–9% adjusted EBITDA CAGR, 10–15% adjusted EPS CAGR and 200–400 basis points of margin expansion from a 23% 2025 adjusted EBITDA margin. Middleby also emphasizes strong free cash flow conversion of roughly 100% of adjusted net earnings, mid-term net leverage of 2.0–3.0x and capital allocation priorities focused on organic reinvestment, disciplined returns of capital and opportunistic M&A.

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FAQ

How many Middleby (MIDD) SEC filings are available on StockTitan?

StockTitan tracks 62 SEC filings for Middleby (MIDD), including 10-K annual reports, 10-Q quarterly reports, 8-K current reports, and Form 4 insider trading disclosures. Each filing includes AI-generated summaries, impact scoring, and sentiment analysis.

When was the most recent SEC filing for Middleby (MIDD)?

The most recent SEC filing for Middleby (MIDD) was filed on June 22, 2026.