Item 5. Other Information
Item 5. Other Information
During the three months ended July 4, 2026, no directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted , modified , or terminated any “ Rule 10b5-1 trading arrangement ” or any “ non-Rule 10b5-1 trading arrangement ” as each term is defined in Item 408 of Regulation S-K.
Ite m 6. Exhibits
Exhibit
Number
Description
2.1
Separation and Distribution Agreement, by and between The Middleby Corporation and Midera Food Processing, Inc., dated as of July 5, 2026 (incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K filed with the SEC on July 6, 2026).
3.1
Amended and Restated Certificate of Incorporation of Midera Food Processing, Inc. (effective as of July 2, 2026) (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed with the SEC on July 6, 2026).
3.2
Amended and Restated Bylaws of Midera Food Processing, Inc. (effective as of July 2, 2026) (incorporated by reference to Exhibit 3.2 to the Company's Current Report on Form 8-K filed with the SEC on July 6, 2026).
10.1
Credit Agreement, dated as of June 29, 2026, among Midera Food Processing, Inc., Alkar Holdings, Inc., the other financial institutions and lenders party thereto and Bank of America, N.A., as administrative agent for the lenders (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on June 29, 2026).
10.2
Tax Matters Agreement, by and between The Middleby Corporation and Midera Food Processing, Inc., dated as of July 5, 2026 (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on July 6, 2026).
10.3
Employee Matters Agreement, by and between The Middleby Corporation and Midera Food Processing, Inc., dated as of July 5, 2026 (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed with the SEC on July 6, 2026).
10.4
Intellectual Property Matters Agreement, by and between The Middleby Corporation and Midera Food Processing, Inc., dated as of July 5, 2026 (incorporated by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K filed with the SEC on July 6, 2026).
10.5
Transition Services Agreement, by and between The Middleby Corporation and Midera Food Processing, Inc., dated as of July 5, 2026 (incorporated by reference to Exhibit 10.4 to the Company's Current Report on Form 8-K filed with the SEC on July 6, 2026).
10.6
The Midera Food Processing, Inc. 2026 Long-Term Incentive Plan (incorporated by reference to Exhibit 4.3 to the Company's Registration Statement on Form S-8 filed with the SEC on July 2, 2026).
25
10.7
Form of Restricted Stock Unit Award Agreement for Non-Employee Directors for the Midera Food Processing, Inc. 2026 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.6 to the Company's Registration Statement on Form 10-12B/A filed with the SEC on May 27, 2026).
10.8
Form of Restricted Stock Unit Award Agreement for the Midera Food Processing, Inc. 2026 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.7 to the Company's Registration Statement on Form 10-12B/A filed with the SEC on May 27, 2026).
10.9
Form of Restricted Stock Unit Award Agreement for the Midera Food Processing, Inc. 2026 Long-Term Incentive Plan (applicable to converted Middleby Corporation awards) (incorporated by reference to Exhibit 10.8 to the Company's Registration Statement on Form 10-12B/A filed with the SEC on May 27, 2026).
10.10
Form of Performance Stock Unit Award Agreement for the Midera Food Processing, Inc. 2026 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.9 to the Company's Registration Statement on Form 10-12B/A filed with the SEC on May 27, 2026).
10.11
Form of Performance Stock Unit Award Agreement for the Midera Food Processing, Inc. 2026 Long-Term Incentive Plan (applicable to converted Middleby Corporation awards) (incorporated by reference to Exhibit 10.10 to the Company's Registration Statement on Form 10-12B/A filed with the SEC on May 27, 2026).
10.12
Midera Food Processing, Inc. Value Creation Incentive Plan (incorporated by reference to Exhibit 10.12 to the Company's Registration Statement on Form 10-12B/A filed with the SEC on May 27, 2026).
10.13
Midera Food Processing, Inc. Executive Severance Plan (incorporated by reference to Exhibit 10.13 to the Company's Registration Statement on Form 10-12B/A filed with the SEC on May 27, 2026).
10.14 *
Employment Agreement, by and between Mark M. Salman, Alkar Holdings, Inc. and the Company, dated as of July 6, 2026.
31.1 *
Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2 *
Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1 *
Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2 *
Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101
Interactive Data Files (formatted as Inline XBRL)
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)
* Filed or furnished herewith.
Management contract or compensatory plan or arrangement.
26
SIG NATURES
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 thereunto duly authorized.
MIDERA FOOD PROCESSING, INC.
Date: August 18, 2026
By:
/s/ Amy A. Campbell
Amy A. Campbell
Chief Financial Officer
27
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.