Every material Form 8-K Middleby has filed with the SEC since February 25, 2025, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
Middleby said CEO Tim FitzGerald will step down as CEO and from the board effective March 31, 2027, and that Chief Commercial Officer Steve Spittle will become CEO on April 1, 2027. Spittle was named President effective November 5, 2026, and will join the board when he becomes CEO. The company said the succession follows its 2026 portfolio transformation and that it is also reporting third quarter 2026 results on the same day.
Timothy J. FitzGerald leaves the CEO role and the board effective March 31, 2027, and remains eligible for severance and pro-rated accelerated vesting of restricted stock units.
Steven P. Spittle became President effective November 5, 2026, and becomes CEO and a board member effective April 1, 2027.
Spittle's employment agreement, dated November 4, 2026, sets an annual base salary of $850,000 and eligibility for an annual bonus.
Middleby reported third-quarter 2026 net sales of $652.6 million, up 7.7% from a year earlier, and adjusted EPS of $2.07, up 19%, while raising its full-year 2026 guidance. GAAP diluted EPS fell to $0.43 from $1.55, weighed down by $26 million of charges tied to the closure of its Brewing businesses and $38.7 million of equity losses from an affiliate. The company also said Steve Spittle will succeed Tim FitzGerald as CEO on April 1, 2027.
Q3 2026 net sales of $652.6 million, up 7.7%, with organic net sales growth of 7.7%
Adjusted EPS of $2.07 vs. $1.74 a year earlier; GAAP diluted EPS of $0.43 vs. $1.55
Full-year 2026 net sales guidance of $2.519 billion to $2.534 billion, with organic growth of 7-8%
Steve Spittle to succeed Tim FitzGerald as CEO on April 1, 2027
Middleby and its subsidiary Middleby Marshall entered a new five-year Ninth Amended and Restated Credit Agreement with Bank of America as administrative agent, providing a $2.0 billion multicurrency revolver and a $1.0 billion USD term loan A. The facilities refinance the prior credit agreement and may be used for working capital, acquisitions, share repurchases and other general corporate purposes. The filing describes a larger committed borrowing base and new covenants, which matter to shareholders because the debt is secured by substantially all assets of the company and key subsidiaries.
Total new facilities of $3.0 billion: $2.0 billion revolver and $1.0 billion term loan A, maturing November 4, 2031
Interest margins range from 1.250% to 1.750% over benchmark rates, tied to Total Net Leverage Ratio; base rate margins 0.250% to 0.750%
Financial covenants include maximum Secured Net Leverage Ratio of 3.75 to 1.00 and minimum Consolidated Interest Coverage Ratio of 3.00 to 1.00
Facilities may be increased by the greater of $618 million and 100% of consolidated EBITDA, subject to leverage tests
Middleby reported second-quarter 2026 net sales of $876 million, up 9.9%, and adjusted EBITDA of $193 million, up from $182 million a year earlier. GAAP diluted EPS from continuing operations fell to $1.20 from $1.91, which the filing ties to a $28.9 million equity loss from an affiliate and $14 million of strategic transaction costs, while adjusted EPS rose to $2.35 from $2.20. The company said it raised its full-year 2026 guidance after completing the Food Processing spin-off on July 6, 2026.
Q2 2026 net sales of $875.5 million, up 9.9% (6.4% organic); Commercial Foodservice organic growth of 8.3%
Diluted GAAP EPS from continuing operations of $1.20 versus $1.91; adjusted EPS of $2.35 versus $2.20
Full-year 2026 adjusted EPS guidance of $6.73-$6.89 and net sales of $2.48-$2.53 billion, excluding Food Processing and Residential
Company repurchased 1.4 million shares in Q2 2026 and 3.8 million shares year to date
Middleby completed the spin-off of its Food Processing business into a separate public company, Midera Food Processing, Inc., effective 12:01 a.m. Eastern Time on July 6, 2026. Middleby shareholders received one Midera share for each Middleby share held as of the June 26, 2026 record date, and Middleby now holds no ownership interest in Midera. The separation also brought five agreements governing the ongoing relationship between the two companies and two Middleby directors and one senior officer moving to Midera roles.
Distribution: one Midera common share for every one Middleby common share held at 4:00 p.m. Central Time on June 26, 2026
Midera common stock expected to trade "regular way" as MFP on Nasdaq starting July 7, 2026
Directors Robert A. Nerbonne and Cathy T. McCarthy resigned from Middleby's board to join Midera's board
Chief Development Officer Matthew R. Fuchsen resigned to become Midera's Chief Strategy Officer
Middleby's Compensation Committee adopted an Executive Severance Plan on May 20, 2026, setting severance for the CEO, named executive officers and other executives, with larger payments if a termination occurs within 24 months after a change in control. The committee also adopted an amended and restated Value Creation Incentive Plan, under which cash bonuses depend on achieving performance goals. The filing discloses plan terms rather than a specific executive departure, so the direct cost to shareholders cannot be determined from the filing.
Executive Severance Plan adopted May 20, 2026; CEO severance is 3.00 times base salary plus target bonus, with 3.00 times again after a change in control
Named executive officers, including CFO Brittany C. Cerwin, are Tier II participants at 1.00 times base salary plus target bonus, or 2.00 times within 24 months after a change in control
Amended and restated Value Creation Incentive Plan adopted May 20, 2026, replacing a plan first adopted in 2011, with performance periods generally the fiscal year
Middleby reported first-quarter 2026 net sales of $840 million, up 15%, and adjusted EPS of $2.16 versus $1.87 a year earlier, and raised its full-year 2026 guidance. A $135.4 million loss from discontinued operations produced a GAAP net loss of $50.1 million, or $1.06 per diluted share, so the GAAP picture is weaker than the adjusted results.
Q1 2026 net sales of $840 million, up 15% (12% organic); diluted GAAP EPS from continuing operations of $1.81 versus $1.56
Adjusted EPS of $2.16 versus $1.87 in the prior-year quarter
Net loss of $50.1 million, or $1.06 per diluted share, including a $135.4 million loss from discontinued operations
Full-year 2026 net sales guidance of $3.36-$3.44 billion; planned July 6, 2026 separation into two standalone companies
Middleby Corporation appointed Brittany Cerwin, its Chief Accounting Officer since May 2023, as Chief Financial Officer effective immediately on March 25, 2026. Current CFO Bryan Mittelman moves to a non-officer Special Advisor role focused on completing the planned spin-off of the Food Processing business, which the press release expects by the end of the second quarter of 2026.
Brittany Cerwin, age 42, named CFO effective March 25, 2026; she joined the company in 2011 and was Chief Accounting Officer from May 2023.
Bryan Mittelman's advisory period runs until the earliest of June 30, 2026, completion of the Food Processing spin-off, or an earlier date set by the company.
Mittelman's transition agreement provides a one-time bonus of $283,250 and severance equal to 12 months of his $566,500 base salary, subject to conditions.
The company did not disclose any compensatory grants or awards to Cerwin in connection with her appointment.
Middleby's board appointed Glenn Eisenberg, a former Labcorp and Timken CFO, as a director effective March 1, 2026, and he joins the Nominating and Corporate Governance Committee. The board also amended the bylaws, raising the maximum board size from eleven to thirteen directors and updating officer titles and executive positions.
Glenn A. Eisenberg appointed director; board expands to twelve members, effective March 1, 2026
Eisenberg was Executive Vice President and CFO at Labcorp until retiring in December 2024
Bylaws amended March 5, 2026 to raise the board size limit from 11 to 13 directors
Filing contains no financial results, guidance, or dollar figures
Middleby reported fourth-quarter 2025 net sales of $866.4 million, up 4.5%, while operating income fell to $150 million from $182 million and diluted EPS from continuing operations fell to $1.72 from $2.17. The results are restated to exclude Residential Kitchen, which was sold 51% to a joint venture on February 2, 2026, and the company also gave 2026 guidance of $3.27-$3.36 billion in net sales and $9.20-$9.36 in adjusted EPS for the full year.
Q4 net sales were $866.4 million, up 4.5% from the prior year, but organic sales rose only 0.3%.
Q4 adjusted EBITDA was $197.1 million versus $226.2 million a year earlier, and adjusted EPS from continuing operations was $2.14 versus $2.53.
The Residential Kitchen sale was valued at about $885 million, with net cash proceeds of approximately $565 million and a $135 million promissory note.
2026 guidance: net sales of $3.27-$3.36 billion, adjusted EBITDA of $745-$780 million, and adjusted EPS of $9.20-$9.36.
Middleby's board appointed Christopher Hix as a director effective February 1, 2026, and named him to the Audit Committee. The board grows to eleven members, and the filing discloses no financial results or guidance changes.
Christopher Hix appointed to the Board effective February 1, 2026, and to the Audit Committee
Most recently Executive Vice President and Chief Financial Officer of Enovis Corporation
Hix also serves on the Brady Corporation board as Audit Committee Chairman
Board expands to eleven members; Hix receives standard nonemployee director compensation
Middleby amended its February 24, 2025 cooperation agreement with Garden Investment Management, L.P. (GI), extending the term by one year. Under the amendment, the company will nominate Ed Garden for election at its 2026 annual meeting and the board will recommend and solicit proxies for his election, while GI keeps its standstill and voting commitments. The filing does not report any financial results, so the direct financial effect is not stated.
Amendment dated January 6, 2026, extends the cooperation agreement by one year.
Middleby will include Ed Garden in its slate of director nominees for the 2026 annual meeting.
GI's standstill and voting commitments continue until Garden leaves the board or 45 days before the 2027 advance notice deadline.
Mutual non-disparagement provisions continue through the extended period.
Middleby agreed to sell a 51% stake in its Residential Kitchen business to affiliates of 26North Partners, valuing the business at $885 million. The company will keep a 49% noncontrolling interest and receive approximately $540 million in upfront cash plus a $135 million seller note; the press release says the cash could be used to repurchase shares and optimize the capital structure ahead of the planned Food Processing spin-off.
Rise Buyer LP, an affiliate of 26North Partners LP, will buy a 51% stake; the business is valued at $885 million.
Middleby expects approximately $540 million in upfront cash proceeds and holds a $135 million Seller Note, while retaining a 49% noncontrolling stake.
Closing is expected in the first quarter of calendar 2026, subject to regulatory approvals; either side may terminate if closing has not occurred by April 3, 2026.
Sellers are entitled to a $36,108,000 termination fee from the buyer in specified circumstances.
Middleby reported third-quarter 2025 net sales of $982 million, up 4.2% from a year earlier but flat on an organic basis, and a GAAP net loss of $513 million, or $(10.15) per diluted share. The loss reflects a $709 million non-cash impairment tied to a strategic review of the Residential Kitchen business, which the company says it is evaluating alternatives for. Adjusted EPS was $2.37 versus $2.33 a year earlier, and the company said profitability was at the top end of its outlook, though shareholders face a large write-down and an uncertain outcome for that unit.
Net sales of $982 million, up 4.2%; organic net sales decreased 0.1%
Non-cash impairment charge of $709 million tied to the Residential Kitchen strategic review; diluted EPS of $(10.15)
Adjusted EPS of $2.37 versus $2.33 a year earlier; operating cash flow of $176 million
Q4 2025 outlook: total revenue of $990-1,020 million and adjusted EPS of $2.19-2.34
Middleby and its subsidiary Middleby Marshall Inc. entered into a Third Amendment to their credit agreement with Bank of America, N.A. as administrative agent, dated August 19, 2025. The amendment extends the facility's maturity from October 21, 2026 to April 28, 2028, and makes changes that, subject to specified conditions, would allow the company to complete its previously announced plan to separate its food processing business into a standalone public company.
Credit agreement maturity extended from October 21, 2026 to April 28, 2028
Amendment dated August 19, 2025 with Bank of America, N.A. as administrative agent
Changes permit the planned separation of the food processing business, subject to specified conditions
Filing includes the Third Amendment as Exhibit 10.1
Middleby reported second-quarter 2025 net sales of $977.9 million, down 1.4% from $991.5 million a year earlier, and GAAP diluted earnings per share of $1.99 versus $2.13. Management attributed the results to economic uncertainty in key end markets and issued third-quarter and full-year 2025 guidance, which projects revenue and adjusted EPS below the prior-year trend in the filing's figures. For shareholders, lower sales and earnings were partly offset by $322.7 million of share repurchases in the quarter.
Q2 2025 net sales were $977.9 million, down 1.4%; organic net sales fell 5.4%
GAAP net earnings were $106.0 million ($1.99 diluted EPS) versus $115.4 million ($2.13) a year earlier
Adjusted EBITDA was $200.2 million versus $216.4 million; the quarter included a $10 million tariff impact
Full-year 2025 guidance: total revenue of $3.81-3.87 billion, adjusted EBITDA of $770-800 million, adjusted EPS of $8.65-9.05
Middleby reported first-quarter 2025 net sales of $906.6 million, down 2.2% from a year earlier, while GAAP diluted EPS rose to $1.69 from $1.59 and adjusted EBITDA fell to $182.1 million from $185.8 million. The board also raised the share repurchase authorization by 7.5 million shares, leaving 11.4 million shares available, which the company says equals 21% of its outstanding equity, and it is targeting most free cash flow for buybacks.
Net sales were $906.6 million, down 2.2% from $926.9 million; organic net sales fell 3.8%.
Net earnings rose to $92.4 million from $86.6 million; diluted EPS was $1.69 versus $1.59.
Adjusted EBITDA was $182.1 million versus $185.8 million a year earlier.
On May 5, 2025, the board added 7.5 million shares to the buyback, bringing shares available to 11.4 million; about $50 million was repurchased year to date.
Middleby announced plans to separate its food processing business into a standalone public company through a tax-free spin-off, targeted for completion by early 2026. The company also entered a cooperation agreement with Garden Investment Management, adding Ed Garden and Julie Bowerman to the board and expanding it from nine to eleven directors. Shareholders face a major structural change, and the filing does not include earnings figures for the company as a whole.
Food processing business to become a standalone public company via a tax-free spin-off, targeted for completion by early 2026
Food processing generated $731 million in 2024 revenue, per the press release
Board expanded from nine to eleven directors; Julie Bowerman and Ed Garden appointed February 24, 2025
Director John R. Miller III will retire from the board after the 2025 Annual Meeting
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