Middleby Board of Directors Approves Spin-off of Midera Food Processing

To execute the spin-off, Middleby will distribute all of the issued and outstanding shares of Midera common stock pro rata to Middleby stockholders of record on June 26, 2026 (the “Record Date”). The Board expects the distribution to occur at 12:01 a.m. Eastern Time on July 6, 2026 (the “Distribution Date”), on the basis of a distribution ratio of one share of Midera common stock for every one share of Middleby common stock held as of 4:00 p.m. Central Time on the Record Date.

“Midera is entering an exciting new chapter as a pure-play food processing technology leader,” said Mark Salman, incoming Chief Executive Officer of Midera. “We have deep customer relationships, leading brands across protein, bakery, and snack processing, and a proven innovation engine that delivers real solutions. As an independent company, we’ll have the strategic focus and financial flexibility to accelerate our approach to delivering complete solutions that help food producers efficiently scale their operations. Our unique position in the market comes from our ability to integrate equipment, automation, and service into total line solutions as we seek to deliver the lowest total cost of ownership for our customers. We’re excited to capitalize on the significant growth opportunities ahead and create substantial shareholder value.”

“This separation represents the culmination of years of strategic planning and portfolio optimization,” said Tim FitzGerald, Chief Executive Officer of Middleby. “Both Middleby and Midera are well positioned to accelerate growth as independent companies, each with the strategic focus to pursue distinct opportunities in their respective markets. Middleby will continue driving innovation in commercial foodservice, from our beverage platform to our connected kitchen solutions and across all of our product categories. Midera enters the market as a leader in food processing automation with strong momentum. We’re confident this focused approach will drive significant value creation for our shareholders.”

Completion of the spin-off is conditioned upon the satisfaction or waiver of certain conditions, as set forth in the form of Separation and Distribution Agreement filed with the U.S. Securities and Exchange Commission (the “SEC”) as part of Midera’s registration statement on Form 10, which was declared effective by the SEC on June 17, 2026.

The spin-off is expected to be tax-free to Middleby stockholders for U.S. federal income tax purposes.

Please consult the attached PDF for more information.