Middleby Corp 8-K Filing

FAQ

Key Financial Figures

• $885 million — "Transaction") valuing the Business at $885 million. Following the Transaction, the Company
• $540 million — upfront cash proceeds of approximately $540 million and a $135 million Seller Note (as defi
• $135 million — eds of approximately $540 million and a $135 million Seller Note (as defined below). Restr
• $400,000,000 — pany will pay to MMS an amount equal to $400,000,000 (the "Contribution Payment"), and (iv)
• $400 million — r to the Merger on the date of Closing, $400 million of term loans, and to provide a $50 mil
• $50 million — million of term loans, and to provide a $50 million revolving credit facility, of which up
• $6.5 million — volving credit facility, of which up to $6.5 million will be available on the date of Closin
• $36,108,000 — rs are entitled to a termination fee of $36,108,000 from Buyer in the event the Purchase Ag

Filing Documents

• d910715d8k.htm (8-K) — 50KB
• d910715dex991.htm (EX-99.1) — 26KB
• g910715g1204120852919.jpg (GRAPHIC) — 3KB
• 0001193125-25-307524.txt ( ) — 204KB
• midd-20251204.xsd (EX-101.SCH) — 3KB
• midd-20251204_lab.xml (EX-101.LAB) — 17KB
• midd-20251204_pre.xml (EX-101.PRE) — 11KB
• d910715d8k_htm.xml (XML) — 3KB

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits The following exhibits are provided as part of this report: Exhibit No. Description 99.1 Press Release, dated December 4, 2025, issued by The Middleby Corporation. 104 Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document).

Forward-Looking Statements

Forward-Looking Statements This report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Some of these forward-looking statements can be identified by the use of forward-looking words such as "believes," "expects," "may," "will," "should," "seeks," "approximately," "intends," "plans," "estimates," "projects," "strategy," or "anticipates," or the negative of those words or other comparable terminology. Such forward-looking statements, including those regarding the timing and consummation of the transactions described herein, 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. Any forward-looking statements in this report are based on numerous assumptions regarding the present and future business strategies of the Company, Buyer and the Partnership and the environment in which each will operate in the future. The accuracy of such statements is subject to a number of risks, uncertainties and assumptions including, but are not limited to, the following factors: the ability to achieve the expected benefits from the transaction within the time frames indicated or at all, and that the separation of the operations of the Partnership from the Company's other operations may be more difficult or costly than expected; the risk that the conditions to the closing of the transaction are not satisfied, including the risk that required approvals of the transaction are not obtained; litigation relating to the transaction; uncertainties as to the timing of the consummation of the transaction and the ability of each party to consummate the transaction; risks that the proposed transaction disrupts the current plans or operations of the Company or Buyer; unexpected costs, charges or e

SIGNATURES

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: December 4, 2025 By: /s/ Bryan E. Mittelman Bryan E. Mittelman Chief Financial Officer

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