MIDD

EX-99.1

2 middex991er-q12026.htm

EX-99.1

Document

1400 Toastmaster Drive, Elgin, Illinois 60120 (847) 741-3300 www.middleby.com

The Middleby Corporation Reports First Quarter Results

•Q1 2026 results exceeded high end of guidance range for revenue, Adj. EBITDA and Adj. EPS

•Organic sales growth of +8% in Commercial Foodservice and +25% in Food Processing

•Raises FY 2026 guidance; revenue growth of +4-6% in Commercial Foodservice and +4-7% in Food Processing

•Solid order growth of +39% and book-to-bill ratio of 1.09x for Food Processing over the trailing twelve months

•Food Processing Spin on track for July 6, 2026

•Repurchased 2.4 million shares (4.9% of equity) in Q1 2026 and 3.5 million shares (7.1% of equity) YTD 2026

FIRST QUARTER CONTINUING OPERATIONS HIGHLIGHTS

•Net Sales of $840 million increased 15% over prior year; 12% on organic basis

•Operating income of $133 million as compared to $130 million in prior year, includes $9.9 million for strategic transaction costs associated with the business portfolio transformation

•Adjusted EBITDA of $181 million as compared to $161 million in prior year

•Diluted GAAP EPS of $1.81 as compared to $1.56 in prior year

•Adjusted EPS of $2.16 as compared to $1.87 in prior year

•Q1 ending net leverage at 2.3x

Elgin, Ill, May 7, 2026 - The Middleby Corporation (NASDAQ: MIDD), a leading worldwide manufacturer of equipment for the commercial foodservice and food processing industries, today reported net earnings for the first quarter of 2026.

Tim FitzGerald, CEO of The Middleby Corporation said, “We delivered an extremely strong first quarter with outperformance at both segments relative to our expectations. Our Commercial Foodservice segment generated 8.1% organic growth, driven by continued double-digit growth with our dealer partners and better than expected performance with chains which returned to positive growth in the quarter. We’re particularly excited about the momentum in ice and beverage categories, where our strategic investments in recent years are allowing us to capitalize on emerging trends across the industry. Our Food Processing segment generated exceptional results with 25% organic growth, while backlog continued to grow, now standing at $416 million. In addition to our strong segment-level results, our aggressive capital allocation strategy continues, with over $520 million deployed in share repurchases so far in 2026, reducing our share count by approximately 7%, building on the 9% reduction achieved in 2025.”

FitzGerald concluded, “I am excited for what the next few months holds for Middleby. That starts today with sharing the excellent results we achieved across both segments and raising our guidance for the year. It continues next Tuesday during our Investor Day in New York as we lay out the vision for the exciting future ahead for both segments. Our portfolio transformation culminates with the planned July 6 separation into two pure-play standalone public companies, with a new and exciting chapter for both companies. Following this transaction, Middleby will operate as a focused Commercial Foodservice innovation leader with industry-leading 26% segment-level EBITDA margins, while Food Processing becomes an independent growth platform with segment-level margins over 20% and significant organic and acquisition expansion opportunities. We look forward to showcasing our long-term vision at our Investor Day next Tuesday as both companies unlock their full potential as independent leaders in their respective markets.”

2026 First Quarter Financial Results

All results presented are on a continuing operations basis.

•Net sales increased 15.0% in the first quarter over the comparative prior year period. Excluding the impacts of acquisitions and foreign exchange rates, sales increased 11.9% in the first quarter over the comparative prior year period.

•A reconciliation of organic net sales (a non-GAAP measure) by segment is as follows:

($ in millions)Commercial FoodserviceFood ProcessingTotal Company

Net Sales$615.5 $224.4 $839.9

Reported Net Sales Growth9.4 %33.7 %15.0 %

Acquisitions— %4.5 %1.0 %

Foreign Exchange Rates1.3 %4.2 %2.0 %

Organic Net Sales Growth (1) (2) 8.1 %25.0 %11.9 %

(1) Organic net sales growth defined as total sales growth excluding impact of acquisitions and foreign exchange rates

(2) Totals may be impacted by rounding

•Adjusted EBITDA (a non-GAAP measure) was $180.6 million in the first quarter compared to $161.5 million in the prior year.

•A reconciliation of organic adjusted EBITDA (a non-GAAP measure) by segment is as follows:

($ in millions)Commercial FoodserviceFood Processing Total

Company (1)

Adjusted EBITDA$158.4 $41.4 $180.6

Adjusted EBITDA %25.7 %18.5 %21.5 %

Acquisitions— %(0.8)%(0.2)%

Foreign Exchange Rates(0.1)%(0.1)%(0.1)%

Organic Adjusted EBITDA % (2) (3) 25.8 %19.5 %21.8 %

(1) Includes corporate and other general company expenses, which impact Segment Adjusted EBITDA, and amounte

midd-202602260000769520false00007695202026-02-262026-02-26

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): February 26, 2026

THE MIDDLEBY CORPORATION

(Exact Name of Registrant as Specified in its Charter)

Delaware001-997336-3352497 (State or other jurisdiction of incorporation or organization)(Commission File Number)(IRS Employer Identification Number)

1400 Toastmaster Drive,Elgin,Illinois60120 (Address of principal executive offices)(Zip Code)

Registrant's telephone number, including area code:(847)741-3300

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 ClassTrading Symbol(s)Name of Each Exchange on Which Registered Common StockMIDDNasdaq 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. o

Item 2.02 Results of Operations and Financial Condition.

On February 26, 2026, The Middleby Corporation (the “Company”) issued a press release announcing its financial results for the fourth quarter ended January 3, 2026. A copy of that press release is furnished as Exhibit 99.1 and incorporated herein by reference.

The information furnished pursuant to Item 2.02 of this Current Report on Form 8-K (including the exhibit hereto) shall not be considered “filed” under the Securities Exchange Act of 1934, as amended, nor shall it be incorporated by reference into future filings by the Company under the Securities Act of 1933, as amended, or under the Securities Exchange Act of 1934, as amended, unless the Company expressly sets forth in such future filing that such information is to be considered “filed” or incorporated by reference therein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No. Description

Exhibit 99.1*Press Release of Financial Results for the Fourth Quarter 2025

Exhibit 104Cover Page Interactive Data File (formatted as Inline XBRL)

* Furnished herewith.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

THE MIDDLEBY CORPORATION

Dated: February 26, 2026By: /s/ Bryan E. Mittelman Bryan E. Mittelman

Chief Financial Officer

midd-202511060000769520false00007695202025-11-062025-11-06

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): November 6, 2025

THE MIDDLEBY CORPORATION

(Exact Name of Registrant as Specified in its Charter)

Delaware001-997336-3352497 (State or other jurisdiction of incorporation or organization)(Commission File Number)(IRS Employer Identification Number)

1400 Toastmaster Drive,Elgin,Illinois60120 (Address of principal executive offices)(Zip Code)

Registrant's telephone number, including area code:(847)741-3300

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 ClassTrading Symbol(s)Name of Each Exchange on Which Registered Common StockMIDDNasdaq 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. o

Item 2.02 Results of Operations and Financial Condition.

On November 6, 2025, The Middleby Corporation (the “Company”) issued a press release announcing its financial results for the third quarter ended September 27, 2025. A copy of that press release is furnished as Exhibit 99.1 and incorporated herein by reference.

The information furnished pursuant to Item 2.02 of this Current Report on Form 8-K (including the exhibit hereto) shall not be considered “filed” under the Securities Exchange Act of 1934, as amended, nor shall it be incorporated by reference into future filings by the Company under the Securities Act of 1933, as amended, or under the Securities Exchange Act of 1934, as amended, unless the Company expressly sets forth in such future filing that such information is to be considered “filed” or incorporated by reference therein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No. Description

Exhibit 99.1*Press Release of Financial Results for the Third Quarter 2025

Exhibit 104Cover Page Interactive Data File (formatted as Inline XBRL)

* Furnished herewith.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

THE MIDDLEBY CORPORATION

Dated: November 6, 2025By: /s/ Bryan E. Mittelman Bryan E. Mittelman

Chief Financial Officer