What changed in this filing

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Item 1. Business

2026-03-04 compared with 2025-02-26 · 75 added, 108 removed, 175 unchanged (51% of the section changed)

The Middleby Corporation, a Delaware corporation (“Middleby” or the “company”), through its operating subsidiary Middleby Marshall Inc., a Delaware corporation (“Middleby Marshall”) and its subsidiaries, is a leader in the design, manufacture, marketing, distribution, and service of a broad line of (i) foodservice equipment, integrated IoT solutions and universal controllers used in all types of commercial restaurants and institutional kitchens, (ii) food preparation, cooking, baking, chilling and packaging equipment for food processing operations, and (iii) premium kitchen equipment including ranges, ovens, refrigerators, ventilation, dishwashers and outdoor cooking equipment primarily used in the residential market.

The Middleby Corporation, a Delaware corporation (“Middleby” or the “company”), through its operating subsidiary Middleby Marshall Inc., a Delaware corporation (“Middleby Marshall”) and its subsidiaries, is a leader in the design, manufacture, marketing, distribution, and service of a broad line of (i) foodservice equipment, integrated IoT solutions and universal controllers used in all types of commercial restaurants and institutional kitchens and (ii) food preparation, cooking, baking, chilling and packaging equipment for food processing operations.

Founded in 1888 as a manufacturer of baking ovens, Middleby Marshall Oven Company was acquired in 1983 by TMC Industries Ltd., a publicly traded company that changed its name in 1985 to The Middleby Corporation.

The company has established itself as a leading provider of (i) commercial restaurant equipment, (ii) food processing equipment and (iii) residential kitchen equipment as a result of its acquisition of industry leading brands and through the introduction of innovative products within each of these segments.

The company has established itself as a leading provider of (i) commercial restaurant equipment and (ii) food processing equipment as a result of its acquisition of industry leading brands and through the introduction of innovative products.

The company's annual reports on Form 10-K, including this Annual Report on Form 10-K, as well as the company's quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to such reports are available, free of charge, on the company's website, www.middleby.com .

These reports are available as soon as reasonably practicable after they are electronically filed with or furnished to the Securities and Exchange Commission (“SEC”).

Discontinued Operations

On December 4, 2025, the company entered into a partnership interest purchase agreement to sell a 51% stake in its Residential Kitchen Equipment Group to an affiliate of 26North Partners LP in a transaction valuing the business at $885 million (the “Residential Transaction”).

The Residential Transaction was completed on February 2, 2026.

Following the close of the Residential Transaction, the company owns a 49% non-controlling interest in a new standalone joint venture holding the business.

The company received net cash proceeds of approximately $565 million and a $135 million promissory note from the joint venture, subject to future closing adjustments.

The results of the Residential Kitchen Equipment Group are presented as discontinued operations in the company’s Consolidated Financial Statements.

The Residential Kitchen Equipment Group was historically presented as a reportable segment.

See Notes 1 and 12 to the Consolidated Financial Statements for further details.

Proposed Separation Transaction

On February 25, 2025, the company announced its intent to separate its Food Processing business through a spin-off of the Food Processing business, under which the stock of Food Processing, as a new independent publicly traded company, will be distributed to Middleby’s shareholders.

As of the date hereof, Middleby is targeting completion of the separation by early 2026, subject to certain customary conditions, including, among others, final approval by the company’s Board of Directors and the effectiveness of appropriate filings with the SEC.

As of the date hereof, Middleby is targeting completion of the separation in the second quarter of 2026, subject to certain customary conditions, including, among others, final approval by the company’s Board of Directors and the effectiveness of appropriate filings with the SEC.

The spin-off of Food Processing is expected to be tax-free for U.S.

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Business Segments and Products

The company conducts its business through three principal business segments:

the Commercial Foodservice Equipment Group, the Food Processing Equipment Group and the Residential Kitchen Equipment Group.

The company conducts its business through two principal business segments:

the Commercial Foodservice Equipment Group and the Food Processing Equipment Group.

See Note 10 to the Consolidated Financial Statements for further information on the company's business segments.

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This equipment is used across all types of foodservice operations, including quick-service restaurants, full-service restaurants, ghost kitchens, convenience stores, supermarkets, retail outlets, hotels and other institutions.

This commercial foodservice equipment is marketed under a portfolio of seventy-five brands, including Anets, APW Wyott, Bakers Pride, Beech Ovens, BKI, Blodgett, Blodgett Combi, Bloomfield, Blue Sparq, Britannia, Carter-Hoffmann, Celfrost, Concordia, CookTek, Crown, CTX, Desmon, Deutsche Beverage, Doyon, Emery Thompson, Eswood, EVO, Firex, Flavor Burst, Follett, Frifri, Globe, Goldstein, Holman, Houno, Hydra Rinse, Icetro, IMC, Imperial, Induc, Jade, JoeTap, Josper, Kloppenberg, L2F, Lang, Lincat, Marco, MagiKitch’n, Market Forge, Marsal, Marvel Scientific, Mercury, Middleby Marshall, Newton CFV, Nieco, Nu-Vu, Perfect Fry, Pitco, Powerhouse Dynamics, QualServ, RAM, Southbend, Ss Brewtech, Star, Starline, Sveba Dahlen, Synesso, Taylor, Terry, Thor, Toastmaster, TurboChef, U-Line Commercial, Ultrafryer, Varimixer, Viking Commercial, Wells, Wild Goose Filling and Wunder-Bar.

cooking equipment, countertop cooking equipment, toasters, griddles, charcoal grills, professional mixers, stainless steel fabrication, custom millwork, professional refrigerators, blast chillers, coldrooms, ice machines, freezers, frozen dessert equipment, soft serve ice cream equipment, coffee and beverage dispensing equipment, home and professional craft brewing equipment, fry dispensers, bottle filling and canning equipment, IoT solutions and controls development and manufacturing.

The Commercial Foodservice Equipment Group's leading portfolio of trade names includes Anets, APW Wyott, Bakers Pride, Beech Ovens, BKI, Blodgett, Blodgett Combi, Bloomfield, Blue Sparq, Britannia, Carter-Hoffmann, Celfrost, Concordia, CookTek, Crown, CTX, Desmon, Deutsche Beverage, Doyon, Emery Thompson, Eswood, EVO, Firex, Flavor Burst, Follett, Frifri, Globe, Goldstein, Holman, Houno, Hydra Rinse, Icetro, IMC, Imperial, Induc, Jade, JoeTap, Josper, Kloppenberg, L2F, Lang, Lincat, Marco, MagiKitch’n, Market Forge, Marsal, Marvel Scientific, Mercury, Middleby Marshall, Newton CFV, Nieco, Nu-Vu, Perfect Fry, Pitco, Powerhouse Dynamics, QualServ, RAM, Southbend, Ss Brewtech, Star, Starline, Sveba

Table of Cont ents

Dahlen, Synesso, Taylor, Terry, Toastmaster, TurboChef, U-Line Commercial, Ultrafryer, Varimixer, Viking Commercial, Wells, Wild Goose Filling and Wunder-Bar.

The products offered by this group include conveyor ovens, combi-ovens, convection ovens, baking ovens, proofing ovens, deck ovens, high-speed cooking ovens, hydrovection ovens, ranges, fryers, rethermalizers, steam cooking equipment, food warming equipment, catering equipment, heated cabinets, charbroilers, ventless cooking systems, kitchen ventilation, induction cooking equipment, countertop cooking equipment, toasters, griddles, charcoal grills, professional mixers, stainless steel fabrication, custom millwork, professional refrigerators, blast chillers, coldrooms, ice machines, freezers, frozen dessert equipment, soft serve ice cream equipment, coffee and beverage dispensing equipment, home and professional craft brewing equipment, fry dispensers, bottle filling and canning equipment, IoT solutions and controls development and manufacturing.

Food Processing Equipment Group

The Food Processing Equipment Group offers a broad portfolio of processing solutions for customers producing protein products, such as bacon, salami, hot dogs, dinner sausages, poultry and lunchmeats and bakery products, such as cakes, muffins, cookies, crackers, pastries, bread and buns.

Through its broad line of products, the company is able to deliver a wide array of food preparation, thermal processing, slicing/packaging, facility automation and equipment sanitation solutions to service a variety of food processing requirements demanded by its customers.

The company can offer highly integrated full processing line solutions that provide a food processing operation with a uniquely integrated solution ensuring the highest level of food quality, product consistency, and reduced operating costs resulting from increased product yields, increased capacity, greater throughput and reduced labor costs through automation.

This food processing equipment is marketed under a portfolio of thirty-one brands, including Alkar, Armor Inox, Auto-Bake, Baker Thermal Solutions, Burford, Colussi Ermes, Cozzini, CV-Tek, Danfotech, Drake, Escher, Filtration Automation, GBT GmbH Bakery, Glimek, Gorreri, Hinds-Bock, Inline Filling Systems, JC Ford, Key-Log, Maurer-Atmos, Maxmac, MP Equipment, Pacproinc, Proxaut, RapidVisionPak, Scanico, Spooner Vicars, Stewart Systems, Sveba Dahlen, Thurne, and Vemac.

The products offered by this group include a wide array of cooking and baking solutions, including batch ovens, baking ovens, proofing ovens, conveyor belt ovens, continuous processing ovens, frying systems and automated thermal processing systems.

The company also provides a comprehensive portfolio of complementary food preparation equipment such as tumblers, massagers, grinders, slicers, reduction and emulsion systems, mixers, blenders, battering equipment, breading equipment, seeding equipment, water cutting systems, food presses, food suspension equipment, filling and depositing solutions and forming equipment, as well as a variety of automated loading and unloading systems, automated washing systems, auto-guided vehicles, food safety, food handling, freezing, defrosting and packaging equipment.

The Food Processing Equipment Group offers a broad portfolio of processing solutions for customers producing protein products, such as bacon, salami and dry cure, sausage and hot dogs, egg bites, poultry, alternative protein, case ready, lunch meat and pet food, and producers of bakery products, such as bread and buns, artisan bread, sweet goods, cakes and muffins, cookies, crackers, pizza and pastries, tortillas and snacks.

Through its broad line of products, the company is able to deliver a wide array of cooking solutions to service a variety of food processing requirements demanded by its customers.

The company can offer highly integrated solutions that provide a food processing operation a uniquely integrated solution providing for the highest level of food quality, product consistency, and reduced operating costs resulting from increased product yields, increased capacity and greater throughput and reduced labor costs through automation.

The Food Processing Equipment Group's leading portfolio of trade names includes Alkar, Armor Inox, Auto-Bake, Baker Thermal Solutions, Burford, Colussi Ermes, Cozzini, CV-Tek, Danfotech, Drake, Escher, Filtration Automation, Frigomeccanica, GBT GmbH Bakery, Glimek, Gorreri, Hinds-Bock, Inline Filling Systems, JC Ford, Key-Log, Maurer-Atmos, Maxmac, MP Equipment, Oka, Pacproinc, Proxaut, RapidVisionPak, Scanico, Spooner Vicars, Stewart Systems, Sveba Dahlen, Thurne, and Vemac.

The products offered by this group include a comprehensive suite of cooking and baking solutions, including mixers, make-up lines, batch ovens, proofers, conveyor belt ovens, spiral ovens, serpentine ovens and other continuous processing ovens, frying systems and automated thermal processing systems.

This portfolio of equipment can be integrated to provide customers a highly efficient and customized solution.

Residential Kitchen Equipment Group

The Residential Kitchen Equipment Group manufactures, sells and distributes premium kitchen equipment for the residential market.

These products are sold and marketed under a portfolio of twenty-four brands, including AGA, AGA Cookshop, Brava, Char-Griller, EVO, Kamado Joe, La Cornue, Leisure Sinks, Lynx, Marvel, Masterbuilt, Mercury, Novy, Rangemaster, Rayburn, Sedona, Ss Brewtech, Stanley, Synesso, Trade-Wind, TurboChef, U-Line, Varimixer and Viking.

Principal product lines of this group are ranges, cookers, stoves, cooktops, microwaves, ovens, refrigerators, dishwashers, undercounter refrigeration, wine cellars, ice machines, beer dispensers, ventilation equipment, mixers, rotisseries and outdoor cooking equipment.

Acquisition Strategy

The company has pursued a strategy to acquire and assemble a leading portfolio of brands and technologies for each of its three business segments.

Over the past two years, the company has completed eleven acquisitions to add to its portfolio of brands and technologies of the Commercial Foodservice Equipment Group, Food Processing Equipment Group, and the Residential Kitchen Equipment Group.

These acquisitions have added ten brands to the Middleby portfolio and positioned the company as a leading provider of equipment in each respective industry.

The company has pursued a strategy to acquire and assemble a leading portfolio of brands and technologies.

Over the past two years, the company has completed seven acquisitions to add to its portfolio of brands and technologies of the Commercial Foodservice Equipment Group and Food Processing Equipment Group.

These acquisitions have added seven brands to the Middleby portfolio and positioned the company as a leading provider of equipment in each respective industry.

These acquisitions were not individually material and were acquired for an aggregate purchase price totaling $153.6 million, net of cash acquired.

Commercial Foodservice Equipment Group

• January 2023:

The company completed its acquisition of all of the outstanding equity securities of Flavor Burst Co., LLP ("Flavor Burst"), an innovative technology used in a variety of flavored beverage and soft serve products, located in Danville, Indiana.

• April 2023:

The company completed its acquisition of all of the capital stock of Blue Sparq, Inc.

("Blue Sparq"), a custom hardware and software development company also offering manufacturing services, located in Cape Coral, Florida.

The company completed its acquisition of all of the capital stock of Systems IV and its subsidiary Terry, LLC ("Systems IV" or "Terry"), a leader in environmentally friendly solutions to eliminate and prevent scale build up associated with water usage in commercial foodservice equipment including steam, ice and beverage products, located in Chandler, Arizona.

• October 2024:

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Food Processing Equipment Group

The company completed its acquisition of all of the capital stock of Filtration Automation, Inc.

("Filtration Automation"), a leading manufacturer of industrial cooking oil filtration machines for the protein, snack, and fish industries, located in Mansfield, Texas.

• February 2024:

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(“JC Ford”), a leader in chip and tortilla production systems, located in Columbia, Tennessee.

Table of Cont ents

• November 2024:

The company completed its acquisition of all of the capital stock of Gorreri Food Processing Technology (“Gorreri”), a leading manufacturer of equipment for the baked goods industry, located near Parma, Italy.

Residential Kitchen Equipment Group

The company completed its acquisition of all of the capital stock of Trade-Wind Manufacturing, LLC ("Trade-Wind"), a premier manufacturer of ventilation innovation for indoor and outdoor residential use, located in Phoenix, Arizona.

The company completed its acquisition of all the capital stock of Frigomeccanica S.p.A.

(“Frigomeccanica”), a global leader in equipment solutions for drying, defrosting, fermentation, refrigeration and preservation used in the food processing industry, located in Parma, Italy.

• August 2025:

The company completed its acquisition of all the capital stock of OKA-Spezialmaschinenfabrik GmbH & Co.

KG (“Oka”), a leading designer and manufacturer of industrial extrusion, molding, depositing and cutting industrial production equipment in bakery, confectionery and pet-food markets, located in Darmstadt, Germany.

The Customers and Market

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Certain large multi-national restaurant and hotel chain customers have purchasing organizations that manage product procurement for their systems.

Included in these customers are several large multi-national restaurant chains, which account for a meaningful portion of the company's business, although no single customer accounts for more than 10% of net sales.

Included in these customers are several large multi-national restaurant chains.

The commercial foodservice equipment industry growth opportunities in the United States are driven by the development of new quick-service and casual-theme restaurant chain concepts, the expansion of foodservice into nontraditional locations such as convenience stores and retail outlets, as well as store equipment modernization driven by efforts to improve efficiencies within foodservice operations.

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We believe automated equipment that addresses labor issues will provide our customers a meaningful return on their investment.

Innovative equipment solutions, including integrated IoT platforms and universal controllers, will allow restaurateurs to scale their operations quickly and leverage data to make operational decisions.

We believe innovative equipment solutions, including integrated IoT platforms and universal controllers, will allow restaurateurs to scale their operations quickly and leverage data to make operational decisions to improve efficiency.

Food Processing Equipment Industry

The company's customers include a diversified base of leading food processors.

Customers include several large international food processing companies, which account for a significant portion of the revenues of this business segment, although none of which is greater than 10% of net sales.

A large portion of the company's revenues have been generated from producers of protein products such as bacon, salami, hot dogs, dinner sausages, poultry, lunchmeats, sous vide prepared meals and plant based/alternative protein and producers of bakery products, such as cakes, muffins, cookies, crackers, pies, bread and buns;

however, the company believes that it can leverage its expertise and product development capabilities in thermal processing to organically grow into new end markets and offers unique, automated full processing line solutions.

Food processing historically was highly fragmented;

however, it has quickly become a highly competitive landscape with the emergence of large conglomerates that possess a variety of food brands.

The consolidation of food processing plants associated with industry consolidation drives a need for more flexible and efficient equipment that is capable of processing large volumes of consistent quality products in quicker cycle times.

Customers include some of the largest international food processing companies.

A large portion of the company's revenues have been generated from producers of protein products such as bacon, salami and dry cure, sausage and hot dogs, egg bites, poultry, alternative protein, case ready, lunch meat and pet food, and producers of bakery products, such as bread and buns, artisan bread, sweet goods, cakes and muffins, cookies, crackers, pizza and pastries, tortillas and snacks.

The food processing industry historically was highly fragmented;

however, increasing competition has led to more consolidation with the emergence of large conglomerates that possess a variety of food brands.

The consolidation of food processing plants associated with industry mergers and acquisitions drives a need for more flexible and efficient equipment that is capable of processing large volumes of consistent quality products in quicker cycle times.

In recent years, food processors have had to conform to the demands of “big box” retailers and the restaurant industry, including, most importantly, greater product consistency and exact package weights.

Food processors are beginning to realize that their old equipment is no longer capable of efficiently producing adequate uniformity in the large product volumes required, and they are turning to equipment manufacturers that offer better process control for proven product consistency, innovative packaging designs and other solutions.

Food processors increasingly are partnering with equipment manufacturers that develop technologies offering better process control for proven product consistency, innovative packaging designs and other solutions.

To protect their own brands and reputations, retailers and large restaurant chains are also dictating food safety standards that are often stricter than government regulations.

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Food processors are continuously looking for ways to make their plants safer and reduce labor-intensive activities.

Food processors have begun to recognize the value of new technology as an important vehicle to drive productivity and profitability in their plants.

Food processors are increasingly recognizing the value of new

Table of Cont ents

technology as an important vehicle to drive productivity and profitability in their plants.

Due to customer requirements, food processors are expected to continue to demand new and innovative equipment that addresses food safety, food quality, automation, flexibility and sustainability.

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In industrialized regions, such as Western Europe and the U.S., consumers are demanding more pre-cooked and convenience food products, such as deli tray variety packs, frozen food products and ready-to-eat varieties of ethnic foods.

The global food processing equipment industry is large and growing.

The company estimates demand for food processing equipment is in excess of $50.0 billion worldwide.

Residential Kitchen Equipment Industry

The company’s end-users include customers with high-end residential kitchens as well as retail dealers of residential cooking equipment.

The market potential for such equipment has continued to broaden due to an increase in interest from the consumer to have professionally styled appliances with commercial inspired, higher performing features in their home as well as their outdoor entertaining space.

The kitchen, both indoors and out, has been the main area in which consumers have invested the most money over the past several decades to increase the personal satisfaction and the value of their home.

Other important factors which affect the market size and growth include the level of new home starts, increase in home renovations and general macro-economic factors.

Macro-economic factors such as GDP growth, employment rates, inflation, interest rates and consumer confidence, which impact the overall economy, impact the residential kitchen equipment industry and cause variability in the revenues at this segment.

The residential kitchen appliance industry is estimated to be in excess of $250.0 billion worldwide.

The global food processing equipment and packaging industry is large and growing.

Global demand for food processing equipment and packaging is estimated to be in excess of $70 billion worldwide.

Commercial Foodservice Equipment Group

The backlog of orders for the Commercial Foodservice Equipment Group was $272.2 million at December 28, 2024, most all of which is expected to be filled during 2025.

The backlog of orders for the Commercial Foodservice Equipment Group was $260.4 million at January 3, 2026, most all of which is expected to be filled during 2026.

The Commercial Foodservice Equipment Group's backlog was $265.3 million at December 28, 2024.

The acquired Emery Thompson business accounted for $0.7 million of the backlog.

The backlog is not necessarily indicative of the level of business expected for the year.

Food Processing Equipment Group

The backlog of orders for the Food Processing Equipment Group was $250.7 million at December 28, 2024, which is expected to be filled by the end of fiscal 2026.

The backlog of orders for the Food Processing Equipment Group was $409.9 million at January 3, 2026, which is expected to be filled by the end of fiscal 2027.

The Food Processing Equipment Group's backlog was $257.6 million at December 28, 2024.

The acquired GBT, Maxmac, JC Ford, and Gorreri businesses accounted for $58.4 million of the backlog.

Residential Kitchen Equipment Group

The backlog of orders for the Residential Kitchen Equipment Group was $106.7 million at December 28, 2024, all of which is expected to be filled during 2025.

The Residential Kitchen Equipment Group's backlog was $112.1 million at December 30, 2023.

The acquired Frigomeccanica and OKA businesses accounted for $60.3 million of the backlog.

Marketing and Distribution

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International sales are primarily made through a network of company owned and local independent distributors and dealers.

To supplement the sales strategy, the company has invested in opening Middleby Innovation Kitchens (the MIK) in Dallas and Spain, which provide chef-driven demonstration and live cooking on over 150 pieces of live Middleby commercial kitchen innovation.

To supplement the sales strategy, the company has invested in opening Middleby Innovation Kitchens (the MIK) in Dallas, Germany and Spain, which provide chef-driven demonstration and live cooking on over 200 pieces of live Middleby commercial kitchen innovation and serve as state of the art training facilities.

Food Processing Equipment Group

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The company employs a technically proficient sales force, many of whom have previous technical experience with the company as well as education backgrounds in food science.

The sales strategy of the company is fostered by its own food technologists and with Protein and Bakery Innovation Centers in Chicago, Dallas and India, which are available for development with technical performance and product testing for customers.

Residential Kitchen Equipment Group

The company’s products are marketed through a network of distributors, dealers, designers, select online retailers and home builders to the residential customers.

The company markets and sells its products to these channels through a company-employed sales force.

The company’s products are distributed through a combination of an independent network of distributors and its wholly owned distribution operations.

The company's wholly owned distribution operations include two primary customer support centers and regional logistic warehouse operations, which stock products and service parts for the respective region.

To supplement the sales and distribution network, the company has invested in Middleby branded residential showrooms in Chicago, Orange County, California and Dallas.

Marketing support is provided to and coordinated with its network of dealers, designers, and home builders' sales partners to allow for coordinated efforts to market jointly to the end-user customers.

The company in certain cases offers incentive based financial programs to invest in local marketing activities with these sales partners.

The sales strategy of the company is fostered by its own food technologists and with Protein and Bakery Innovation Centers in Chicago, Dallas, India and Italy, which are available for development with technical performance and product testing for customers.

Services and Product Warranty

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The company provides a warranty on its products typically for a one-year period and in certain instances greater periods.

The emphasis on global service increases the likelihood of repeat business and enhances Middleby's image as a partner and provider of quality products and services.

The emphasis on

Table of Cont ents

global service increases the likelihood of repeat business and enhances Middleby's image as a partner and provider of quality products and services.

Commercial Foodservice Equipment Group

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From time to time the company utilizes trained third-party technicians supervised by company employees to supplement company employees on large projects.

Residential Kitchen Equipment Group

The company maintains a network of independent authorized service agents throughout North America.

Authorized service agents are supported and trained by regional factory-support centers of the company.

Trained technical support personnel are available to support independent service agents with technical information and assist in repair issues.

The factory-support centers also dispatch service technicians to the customer and provide follow-up and monitoring to ensure field issues are resolved.

The company's independent service agents maintain a stock of factory-supplied parts to allow for a high first-call completion rate for service and warranty repairs.

The company maintains a substantial amount of service parts at each of its manufacturing operations and distribution operations to provide for quick ship of parts to service agents and end-user customers when necessary.

Internationally, the company has a network of company owned and independent distributors that provide sales and technical service support in their respective markets.

These distributors are required to have a team of factory-trained service technicians and maintain a required stock of service parts to support the equipment in the market.

The factory supports the international distributors with technical trainers which travel to the various markets to provide on-hands training and monitoring of the distributor service operations.

The commercial foodservice, food processing and residential kitchen equipment industries are highly competitive and fragmented.

The commercial foodservice and food processing equipment industries are highly competitive and fragmented.

Within a given product line the company may compete with a variety of companies, including companies that manufacture a broad line of products and those that specialize in a particular product category.

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manufacturers and numerous global and local competitors.

The company believes that it is one of the largest multiple-line manufacturers of commercial kitchen, food processing and residential kitchen equipment in the U.S.

The company believes that it is one of the largest multiple-line manufacturers of commercial kitchen and food processing equipment in the U.S.

and worldwide although some of its competitors are units of operations that are larger than the company and possess greater financial and personnel resources.

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Rational AG and SMEG S.p.A.

Major competitors to the Food Processing Equipment Group include AMF Bakery Systems, Duravant, The GEA Group, JBT Marel Corporation, ProMach and Provisur.

The residential kitchen appliance sector is highly competitive and includes a number of large global competitors including, AB Electrolux, GE Appliances, LG Corporation, Panasonic Corporation, Samsung Group, Weber Inc., and Whirlpool Corporation.

However, within the premium segment of this kitchen equipment market, there are fewer full line competitors and the company’s competition includes Bertazzoni;

Bosch, Gaggenau, and Thermador, subsidiaries of Bosch Siemens;

Dacor, subsidiary of Samsung Electronics America;

and Sub-Zero and Wolf, subsidiaries of Sub-Zero Group, Inc.

Major competitors to the Food Processing Equipment Group include AMF Bakery Systems, Duravant, The GEA Group, JBT Marel Corporation and ProMach.

Manufacturing and Quality Control

The company’s manufacturing operations provide for an expertise in the design and production of specific products for each of the three business segments.

The company’s manufacturing operations provide for an expertise in the design and production of specific products for each of the business segments.

The company has from time to time either consolidated manufacturing facilities producing similar product or transferred production of certain products to another existing operation with a higher level of expertise or efficiency.

The Commercial Foodservice Equipment Group manufactures its products in twenty-five domestic and nineteen international production facilities.

The Food Processing Equipment Group manufactures its products in thirteen domestic and fourteen international production facilities.

The Residential Kitchen Equipment Group manufactures its products in six domestic and five international production facilities.

The Commercial Foodservice Equipment Group manufactures its products in twenty-five domestic and eighteen international production facilities.

The Food Processing Equipment Group manufactures its products in thirteen domestic and sixteen international production facilities.

Properties for a list of the principal domestic and international manufacturing facilities by segment.

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Products manufactured by the company are tested prior to shipment to ensure compliance with company standards.

Table of Cont ents

Sources of Supply

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The company believes its future success will depend in part on its ability to develop new products and to improve existing products.

Much of the company's research and development efforts at the Commercial Foodservice Equipment Group, the Food Processing Equipment Group and the Residential Kitchen Equipment Group are directed to the development and improvement of products designed to reduce cooking and processing time, increase capacity or throughput, reduce energy consumption, minimize labor costs, improve product yield and improve customer, employee and environmental safety, while maintaining consistency and quality of cooking production and food preparation.

Much of the company's research and development efforts are directed to the development and improvement of products designed to reduce cooking and processing time, increase capacity or throughput, reduce energy consumption, minimize labor costs, improve product yield and improve customer, employee and environmental safety, while maintaining consistency and quality of cooking production and food preparation.

The company's efforts have also been focused on IoT solutions which allow customers to connect, analyze and control equipment, while delivering operational efficiencies.

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See Note 3(n) to the Consolidated Financial Statements for further information on the company's research and development activities.

The company’s revenues at the Commercial Foodservice Equipment Group historically have been slightly stronger in the second and third quarters due to increased purchases from customers involved with the catering business and institutional customers, particularly schools, during the summer months.

Revenues at the Residential Kitchen Equipment Group are historically stronger in the second and third quarters, due to increased purchases of outdoor cooking equipment and greater new home construction and remodels during the summer months, and the fourth quarter, due to increased holiday purchases in the European markets.

The Commercial Foodservice Equipment Group's revenues have historically been slightly stronger in the second and third quarters due to increased purchases from customers involved with the catering business and institutional customers, particularly schools, during the summer months.

Trademarks, Patents and Licenses

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The company believes that these trademarks and trade names help the company compete in the marketplace due to their recognition with customers, restaurant operators, distribution partners, sales and service agents, and foodservice consultants that specify foodservice equipment.

The company's leading portfolio of trade names of its Commercial Foodservice Equipment Group include Anets, APW Wyott, Bakers Pride, Beech Ovens, BKI, Blodgett, Blodgett Combi, Bloomfield, Blue Sparq, Britannia, Carter-Hoffmann, Celfrost, Concordia, CookTek, Crown, CTX, Desmon, Deutsche Beverage, Doyon, Emery Thompson, Eswood, EVO, Firex, Flavor Burst, Follett, Frifri, Globe, Goldstein, Holman, Houno, Hydra Rinse, Icetro, IMC, Imperial, Induc, Jade, JoeTap, Josper, Kloppenberg, L2F, Lang, Lincat, Marco, MagiKitch’n, Market Forge, Marsal, Marvel Scientific, Mercury, Middleby Marshall, Newton CFV, Nieco, Nu-Vu, Perfect Fry, Pitco, Powerhouse Dynamics, QualServ, RAM, Southbend, Ss Brewtech, Star, Starline, Sveba Dahlen, Synesso, Taylor, Terry, Thor, Toastmaster, TurboChef, U-Line Commercial, Ultrafryer, Varimixer, Viking Commercial, Wells, Wild Goose Filling and Wunder-Bar.

The company’s leading portfolio of trade names of its Food Processing Equipment Group include Alkar, Armor Inox, Auto-Bake, Baker Thermal Solutions, Burford, Colussi Ermes, Cozzini, CV-Tek, Danfotech, Drake, Escher, Filtration Automation, GBT GmbH Bakery, Glimek, Gorreri, Hinds-Bock, Inline Filling Systems, JC Ford, Key-Log, Maurer-Atmos, Maxmac, MP Equipment, Pacproinc, Proxaut, RapidVisionPak, Scanico, Spooner Vicars, Stewart Systems, Sveba Dahlen, Thurne, and Vemac.

The company’s leading portfolio of trade names of its Residential Kitchen Equipment Group include AGA, AGA Cookshop, Brava, Char-Griller, EVO, Kamado Joe, La Cornue, Leisure Sinks, Lynx, Marvel, Masterbuilt, Mercury, Novy, Rangemaster, Rayburn, Sedona, Ss Brewtech, Stanley, Synesso, Trade-Wind, TurboChef, U-Line, Varimixer and Viking.

The company's leading portfolio of trade names of its Commercial Foodservice Equipment Group include Anets, APW Wyott, Bakers Pride, Beech Ovens, BKI, Blodgett, Blodgett Combi, Bloomfield, Blue Sparq, Britannia, Carter-Hoffmann, Celfrost, Concordia, CookTek, Crown, CTX, Desmon, Deutsche Beverage, Doyon, Emery Thompson, Eswood, EVO, Firex, Flavor Burst, Follett, Frifri, Globe, Goldstein, Holman, Houno, Hydra Rinse, Icetro, IMC, Imperial, Induc, Jade, JoeTap, Josper, Kloppenberg, L2F, Lang, Lincat, Marco, MagiKitch’n, Market Forge, Marsal, Marvel Scientific, Mercury, Middleby Marshall, Newton CFV, Nieco, Nu-Vu, Perfect Fry, Pitco, Powerhouse Dynamics, QualServ, RAM, Southbend, Ss Brewtech, Star, Starline, Sveba Dahlen, Synesso, Taylor, Terry, Toastmaster, TurboChef, U-Line Commercial, Ultrafryer, Varimixer, Viking Commercial, Wells, Wild Goose Filling and Wunder-Bar.

The company’s leading portfolio of trade names of its Food Processing Equipment Group include Alkar, Armor Inox, Auto-Bake, Baker Thermal Solutions, Burford, Colussi Ermes, Cozzini, CV-Tek, Danfotech, Drake, Escher, Filtration Automation, Frigomeccanica, GBT GmbH Bakery, Glimek, Gorreri, Hinds-Bock, Inline Filling Systems, JC Ford, Key-Log, Maurer-Atmos, Maxmac, MP Equipment, Oka, Pacproinc, Proxaut, RapidVisionPak, Scanico, Spooner Vicars, Stewart Systems, Sveba Dahlen, Thurne, and Vemac.

The company holds a broad portfolio of patents and licenses covering technology and applications related to various products, equipment and systems.

1 unchanged sentence

Human Capital

As of December 28, 2024, 10,616 persons were employed by the company and its subsidiaries among the various groups as described below.

As of January 3, 2026, 8,826 persons were employed by the company and its subsidiaries of continuing operations.

Of this amount, 4,786 employees were located in the United States and the remaining employees were located outside of the United States.

Unionized employees accounted for approximately 5% of the company’s workforce as of December 28, 2024.

Unionized employees accounted for approximately 5% of the company’s workforce as of January 3, 2026.

Management believes that the relationships between employees and management are good.

The company believes its success is a direct result of the people employed around the world.

The company strives to create a culture that encourages and celebrates collaboration, creativity and confidence while maintaining an environment based on ethical values.

The company strives to create a culture that encourages and celebrates collaboration, creativity and confidence while maintaining an environment based on

Table of Cont ents

ethical values.

The goal is to create a workplace that enables employees to develop their individual paths toward their career goals and encourages a long-term working relationship with the company.

Commercial Foodservice Equipment Group

As of December 28, 2024, 5,904 persons were employed within the Commercial Foodservice Equipment Group.

As of January 3, 2026, 5,878 persons were employed within the Commercial Foodservice Equipment Group.

Of this amount, 2,579 were management, administrative, sales, engineering and supervisory personnel, 2,920 were hourly production non-union workers and 379 were hourly production union members.

1 unchanged sentence

At its Windsor, California facility, the company has a union contract with the Sheet Metal Workers International Association that expires on February 26, 2027.

At its Englewood, Colorado facility, the company has a union contract with the International Association of Sheet Metal, Air, Rail and Transportation Workers that expires on April 30, 2026.

At its Elgin, Illinois facility, the company has a union contract with the International Brotherhood of Teamsters that expires on July 31, 2028.

At its Easton, Pennsylvania facility, the company has a union contract with the United Steel, Paper and Forestry, Rubber, Manufacturing, Energy, Allied Industrial and Service Workers International Union that expires on June 15, 2027.

The company also has a union workforce at its manufacturing facility in the Philippines, under a contract that expires on June 30, 2026.

1 unchanged sentence

Food Processing Equipment Group

As of December 28, 2024, 2,508 persons were employed within the Food Processing Equipment Group.

As of January 3, 2026, 2,843 persons were employed within the Food Processing Equipment Group.

Of this amount, 1,625 were management, administrative, sales, engineering and supervisory personnel, 1,114 were hourly production non-union workers and 104 were hourly production union members.

3 unchanged sentences

Management believes that the relationships between employees, unions and management are good.

Residential Kitchen Equipment Group

As of December 28, 2024, 2,116 persons were employed within the Residential Kitchen Equipment Group.

Of this amount, 905 were management, administrative, sales, engineering and supervisory personnel and 1,211 were hourly production workers.

Included in these totals were 999 individuals employed outside of the United States, of which 496 were management, sales, administrative and engineering personnel and 503 were hourly non-union production workers.

Management believes that the relationships between employees and management are good.

As of December 28, 2024, 88 persons were employed at the corporate office.

As of January 3, 2026, 105 persons were employed at the corporate office.

Employee Advancement

15 unchanged sentences

Accordingly, it is essential that the company’s board members and employees practice the highest standards of conduct and professionalism in any interactions with stakeholders including customers, creditors, stockholders, suppliers and other employees.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business