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• Adjusted EBITDA was $193.2 million, up from $181.6 million in Q2 2025.
• Diluted GAAP EPS from continuing operations was $1.20, down from $1.91; Adjusted EPS was $2.35, up from $2.20.
• Company raised FY 2026 guidance: net sales $2.48-2.53B, Adjusted EBITDA $572-588M, Adjusted EPS $6.73-6.89 (post-spin, excluding Residential).
• Food Processing spin completed July 6, 2026; Q2 results include Food Processing as continuing operations.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• The Middleby Corporation completed the spin-off of its food processing business, Midera Food Processing, Inc., effective July 6, 2026.
• Midera common stock is expected to begin trading on Nasdaq under the symbol 'MFP' on July 7, 2026.
• Middleby and Midera entered into several agreements, including Separation, Tax Matters, Employee Matters, Intellectual Property Matters, and Transition Services agreements.
• Robert A. Nerbonne and Cathy T. McCarthy resigned from Middleby's board to serve on Midera's board; Matthew R. Fuchsen resigned as Chief Development Officer to become Midera's Chief Strategy Officer.

1.01 Entry into a Material Definitive Agreement · 2.01 Completion of Acquisition or Disposition of Assets · 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · 7.01 Regulation FD Disclosure · 9.01 Financial Statements and Exhibits

• The credit agreement consists of a $750 million U.S. dollar revolving credit facility and a $250 million multi-currency revolving credit facility.
• Midera used borrowings under the credit facilities and cash on hand to make a $233 million distribution to Middleby Marshall Inc., a direct wholly-owned subsidiary of Middleby.
• The spin-off of Midera into a standalone public company remains on track for July 6, 2026, subject to satisfaction or waiver of certain conditions.
• The press release was furnished under Item 7.01 Regulation FD Disclosure and Item 8.01 Other Events.

7.01 Regulation FD Disclosure · 8.01 Other Events · 9.01 Financial Statements and Exhibits

• The Middleby Corporation's Board approved the spin-off of Midera Food Processing, Inc. into a new publicly traded company.
• The distribution is effective at 12:01 a.m. Eastern Time on July 6, 2026, subject to conditions.
• Midera common stock will trade 'when-issued' on Nasdaq under 'MFPVV' starting about June 26, 2026, and 'regular-way' under 'MFP' on July 7, 2026.
• The spin-off is expected to be tax-free to Middleby stockholders for U.S. federal income tax purposes.

7.01 Regulation FD Disclosure · 9.01 Financial Statements and Exhibits

• On June 17, 2026, the SEC declared effective the Form 10 registration statement for Midera Food Processing, Inc.
• Record holders will receive one share of Midera common stock for each share of Middleby common stock held on the record date.
• The distribution is expected to be effective at 12:01 a.m. New York City time on July 6, 2026.
• Completion of the distribution is subject to conditions, including the Board formally declaring the distribution.

7.01 Regulation FD Disclosure · 9.01 Financial Statements and Exhibits

• On May 20, 2026, the Compensation Committee adopted The Middleby Corporation Executive Severance Plan (ESP) for named executive officers and certain other executives.
• Within 24 months after a change in control, Tier II participants receive 2.00 times base salary plus target bonus on non-cause termination or resignation for good reason.
• The ESP provides pro-rated annual bonus payments and COBRA coverage (up to 18 months for Tier I, 12 months for Tier II/III outside change in control).
• The Compensation Committee also adopted an amended and restated Value Creation Incentive Plan (VCIP), replacing the 2011 plan, with cash bonuses based on performance goals.

5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · 9.01 Financial Statements and Exhibits

• All eleven director nominees were elected, each receiving over 38 million votes for, with the lowest total for Gordon J. O'Brien at 38,036,569.
• The advisory vote on executive compensation was approved with 40,916,800 votes for, 982,309 against, and 73,095 abstentions.
• The ratification of Ernst & Young LLP as independent public accountants for fiscal year ending January 2, 2027 was approved with 42,891,095 votes for, 1,071,172 against, and 95,147 abstentions.
• The report was filed under Item 5.07 to disclose the results of these stockholder votes.

5.07 Submission of Matters to a Vote of Security Holders

• The Middleby Corporation held its Investor Day on May 12, 2026, in New York, presenting slides for both Middleby and Midera Food Processing, Inc.
• The presentation included 2026E financial guidance: Middleby net sales of $2,465 million and adjusted EBITDA of $575 million; Midera net sales of $930 million and adjusted EBITDA of $165 million.
• Middleby targets 10-15% adjusted EPS growth supported by organic growth, margin expansion, and capital returns.
• The materials were furnished under Item 7.01 Regulation FD Disclosure and are not considered filed for SEC purposes.

7.01 Regulation FD Disclosure · 9.01 Financial Statements and Exhibits