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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)
| Delaware | 1-9973 | 36-3352497 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| 1400 Toastmaster Drive, Elgin, Illinois | 60120 | |
| (Address of Principal Executive Offices) | (Zip Code) |
(847) 741-3300
(Registrant’s telephone number, including area code)
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 Class |
Trading |
Name of Each Exchange on Which Registered |
||
| Common Stock | MIDD | The Nasdaq 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. ☐
| Item 7.01 | Regulation FD Disclosure. |
On February 26, 2026, in connection with The Middleby Corporation’s (the “Company”) previously announced transaction to separate its food processing business (the “Food Processing Business”) into a standalone public company (the “Spin-off”), the Company issued a press release announcing, among other things, the chief executive officer and chief operating offer of the Food Processing Business upon the completion of the Spin-off. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The information set forth in this Item 7.01, including Exhibit 99.1, is deemed to be “furnished” and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section. The information set forth in this Item 7.01, including Exhibit 99.1, shall not be deemed incorporated by reference into any filing under the Exchange Act or the Securities Act of 1933, as amended, regardless of any general incorporation language in such filing, except as shall be expressly set forth by specific reference in such filing.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. |
Description |
|
| 99.1 | Press Release, dated February 26, 2026, issued by The Middleby Corporation. | |
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document). | |
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: February 26, 2026 | By: | /s/ Bryan E. Mittelman |
||||
| Bryan E. Mittelman | ||||||
| Chief Financial Officer | ||||||
Exhibit 99.1
1400 Toastmaster Drive, Elgin, Illinois 60120 • (847) 741-3300 www.middleby.com
Middleby Names Mark Salman to Lead Food Processing Business as Chief Executive Officer
Mark Bowie Named Chief Operating Officer
Current Food Processing President to Assume CEO Role Upon Completion of Q2 2026 Spin-Off
Elgin, Ill. (BUSINESS WIRE) Feb. 26, 2026 — The Middleby Corporation (NASDAQ: MIDD), a global leader in the foodservice industry, today announced that Mark Salman, currently President of the Middleby Food Processing Group (FPG), will serve as Chief Executive Officer of the Food Processing business when it becomes an independent public company in the second quarter of 2026. It was also announced that Mark Bowie will serve as the Chief Operating Officer of the Food Processing business upon the completion of the spin-off transaction.
Mr. Salman will continue in his current role as President of Middleby FPG during the separation process and will assume the CEO position effective upon the completion of the spin-off transaction. Under his leadership, the Food Processing segment has demonstrated exceptional performance, achieving industry-leading adjusted EBITDA margins and generating $850 million in revenue in 2025.
“Mark has been instrumental in building our Food Processing business into the industry-leading platform it is today,” said Tim FitzGerald, Middleby CEO. “His deep understanding of our customers’ needs, proven track record of operational excellence, and strategic vision make him the ideal leader to guide this business through its transformation into an independent public company. Mark’s leadership has been central to our success in delivering comprehensive automation solutions that address the evolving challenges facing food processors globally.”
As President of Middleby FPG since 2018, Mr. Salman has overseen the integration of 16 strategic acquisitions representing approximately $300 million in combined annual revenues. These strategic additions, combined with strong organic growth, have expanded the business from $390 million in revenue in 2018 to $850 million in 2025. His leadership has been pivotal in developing total line solutions for industrial protein, bakery, and snack processors, while maintaining best-in-class financial performance. This successful expansion has established the Food Processing business as a leading automated solutions provider serving customers across multiple continents with an unmatched portfolio of industry-leading brands.
“I am honored to lead this exceptional team and business as we embark on this exciting new chapter,” said Mark Salman, Middleby Food Processing Group President. “Our Food Processing business is uniquely positioned with industry-leading brands, innovative automation technologies, and a robust pipeline of growth opportunities. As an independent company, we will have enhanced focus and flexibility to accelerate our growth strategy, expand into adjacent markets, and continue delivering the innovative solutions our customers depend on to drive their success.”
Additionally, Mark Bowie has been named Chief Operating Officer of the Food Processing business. Joining Middleby Food Processing earlier this year, Mark brings more than 25 years of diverse manufacturing expertise and proven leadership to Middleby Food Processing. He has public company experience and has led organizations through significant business shifts throughout his career. Prior to joining Middleby Food Processing, he was CEO of In-Place Machining, and before that CEO at LPW Group. He has also held senior roles with JBT Corporation and CIRCOR’s fluid handling business, which was acquired by CIRCOR from Colfax Corporation.
The spin-off, which remains on track for completion in the second quarter of 2026, is part of Middleby’s strategic portfolio transformation designed to maximize shareholder value by creating three focused, industry-leading businesses. The separation will enable the Food Processing business to pursue its own capital allocation strategy, optimize its capital structure, and accelerate growth through strategic investments and acquisitions.
About The Middleby Corporation
The Middleby Corporation is a global leader in the foodservice industry. The company develops and manufactures a broad line of solutions used in commercial foodservice and food processing. Middleby showcases its advanced solutions in the Middleby Innovation Kitchens for commercial foodservice, and industrial baking and protein Innovation Centers for food processing solutions. For more information about Middleby, please visit www.middleby.com.
Cautionary Statement Regarding Forward-Looking Statements
Statements in this press release or otherwise attributable to the company regarding the company’s business which are not historical facts are forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, including statements regarding our expectations with respect to our future performance and the outcome of our strategic review. The company cautions investors that such statements are estimates of future performance and are highly dependent upon a variety of important factors that could cause actual results to differ materially from such statements. Such factors include variability in financing costs; quarterly variations in operating results; dependence on key customers; international exposure; foreign exchange and political risks affecting international sales; changing market conditions; the impact of competitive products and pricing; the timely development and market acceptance of the company’s products; the availability and cost of raw materials; and other risks detailed herein and from time-to-time in the company’s SEC filings, including the possibility that the proposed spin-off of Middleby’s Food Processing business (“FP” or “FP business”) will not be consummated within the anticipated time period or at all, including as the result of regulatory, market or other factors, including the possibility that various closing conditions for the spin-off may not be satisfied; the potential disruption to Middleby’s business in connection with the proposed transaction or spin-off; the potential that the FP business and Middleby do not realize all of the expected benefits of the spin-off; that the spin-off may be more difficult, time consuming or costly than expected; the failure of the spin-off to qualify for the expected tax treatment; potential adverse effects of the announcement of the proposed FP spin-off or results thereof, including on the market price of Middleby’s common stock, the ability of Middleby to develop and maintain relationships with personnel, customers, suppliers and others with whom it does business or Middleby’s business, financial condition, results of operations and financial performance; and risks related to diversion of Middleby’s management’s attention from its ongoing business operations due to the transaction and the proposed FP spin-off. Any forward-looking statement speaks only as of the date hereof, and the company does not undertake any obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise, except as required by law.
Investors:
Rebecca Ellin
SVP of Investor Strategy and Corporate Development
rellin@middleby.com
Media:
Darcy Bretz
VP of Corporate Communications
dbretz@middleby.com
Kate Schneiderman
Managing Director, ICR
middleby@icrinc.com