Amendment: Middleby Corporation filed SEC Form 8-K: Financial Statements and Exhibits
$MIDD
Industrial Machinery/Components
Industrials
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K/A
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 5, 2026
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| Explanatory Note | |||||
As previously announced, on July 6, 2026, The Middleby Corporation (the “company”) completed separation of its food processing business, Midera Food Processing, Inc. (“Midera”), into a new, publicly traded company (the “Spin-off”). The Spin-off was achieved 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 the company’s 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 commenced trading “regular way” under the symbol “MFP” on The Nasdaq Stock Market LLC on July 7, 2026, the next trading day following the date of the distribution.
In this Amendment No. 1 the company amends the Current Report on Form 8-K filed by the company with the Securities and Exchange Commission on July 6, 2026 (the “Original Form 8-K”) that reported the completion of the Spin-off. The Original Form 8-K did not include the unaudited pro forma financial information of the company reflecting the performance of the company’s business after giving effect to the Spin-off. This Amendment No. 1 to the Original Form 8-K is being filed to include such pro forma financial information attached as Exhibit 99.1 under Item 9.01(b) of this Amendment No. 1 to the Original Form 8-K.
Unaudited pro forma financial information included in this Amendment No. 1 to the Original Form 8-K has been presented to illustrate the estimated effects of the Spin-off and is not necessarily indicative of the results of operations that the company would have achieved had the Spin-off been completed as of the dates indicated or of the results that may be obtained in the future.
| Item 9.01 | Financial Statements and Exhibits. | ||||
| (b) | Pro Forma Financial Information. | |||||||
The following unaudited pro forma financial information of the company is filed as Exhibit 99.1 to this Amendment No. 1 to the Original Form 8-K and is incorporated herein by reference:
•Unaudited Pro Forma Condensed Consolidated Balance Sheet as of April 4, 2026.
•Unaudited Pro Forma Condensed Consolidated Statements of Earnings for the three months ended April 4, 2026 and each of the fiscal years ended January 3, 2026, December 28, 2024 and December 30, 2023.
•Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements.
| (d) | Exhibits. | |||||||
| Exhibit No. | Description | ||||
| 99.1 | |||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL) | ||||
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 9, 2026 | By: | /s/ Brittany C. Cerwin | |||||||||||||||||
| Brittany C. Cerwin | ||||||||||||||||||||
| Chief Financial Officer | ||||||||||||||||||||