What changed in this filing

/stocks — the workspaceLOADING

Item 8. Financial Statements and Supplementary Data

2026-03-04 compared with 2025-02-26 · 581 added, 492 removed, 837 unchanged (56% of the section changed)

10 unchanged sentences

All other schedules for which provision is made to applicable regulation of the Securities and Exchange Commission are not required under the related instruction or are inapplicable and, therefore, have been omitted.

Table of Cont ents

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

1 unchanged sentence

Opinion on Internal Control over Financial Reporting

We have audited The Middleby Corporation’s internal control over financial reporting as of December 28, 2024, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 Framework), (the COSO criteria).

In our opinion, The Middleby Corporation (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 28, 2024, based on the COSO criteria.

As indicated in the accompanying Management’s Report on Internal Control over Financial Reporting, management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of GBT GmbH Bakery, MaxMac, Emery Thompson, JC Ford and Gorreri which are included in the 2024 consolidated financial statements of the Company and constituted 2.5% and 0.0% of total and net assets, respectively, as of December 28, 2024 and 0.6% and (0.1)% of net sales and net earnings, respectively, for the year then ended.

Our audit of internal control over financial reporting of the Company also did not include an evaluation of the internal control over financial reporting of GBT GmbH Bakery, MaxMac, Emery Thompson, JC Ford and Gorreri.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 28, 2024 and December 30, 2023, the related consolidated statements of earnings, comprehensive income, changes in stockholders' equity and cash flows for each of the three years in the period ended December 28, 2024, and the related notes and financial statement schedule listed in the Index at Item 8 and our report dated February 26, 2025 expressed an unqualified opinion thereon.

We have audited The Middleby Corporation’s internal control over financial reporting as of January 3, 2026, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 Framework), (the COSO criteria).

In our opinion, The Middleby Corporation (the Company) maintained, in all material respects, effective internal control over financial reporting as of January 3, 2026, based on the COSO criteria.

and OKA-Spezialmaschinenfabrik GmbH & Co.

KG which are included in the 2025 consolidated financial statements of the Company and constituted 1.4% and 1.2% of total and net assets, respectively, as of January 3, 2026 and 0.7% and 1.0% of net sales and net loss, respectively, for the year then ended.

Our audit of internal control over financial reporting of the Company also did not include an evaluation of the internal control over financial reporting of Frigomeccanica S.p.A.

and OKA-Spezialmaschinenfabrik GmbH & Co.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of January 3, 2026 and December 28, 2024, the related consolidated statements of earnings, comprehensive income, changes in stockholders' equity and cash flows for each of the three years in the period ended January 3, 2026, and the related notes and financial statement schedule listed in the Index at Item 8 and our report dated March 4, 2026 expressed an unqualified opinion thereon.

Basis for Opinion

16 unchanged sentences

Chicago, Illinois

February 26, 2025

March 4, 2026

Table of Cont ents

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

1 unchanged sentence

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of The Middleby Corporation (the Company) as of December 28, 2024, and December 30, 2023, the related consolidated statements of earnings, comprehensive income, changes in stockholders' equity and cash flows for each of the three years in the period ended December 28, 2024, and the related notes and financial statement schedule listed in the Index at Item 8 (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 28, 2024 and December 30, 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 28, 2024, in conformity with U.S.

We have audited the accompanying consolidated balance sheets of The Middleby Corporation (the Company) as of January 3, 2026, and December 28, 2024, the related consolidated statements of earnings, comprehensive income, changes in stockholders' equity and cash flows for each of the three years in the period ended January 3, 2026, and the related notes and financial statement schedule listed in the Index at Item 8 (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at January 3, 2026 and December 28, 2024, and the results of its operations and its cash flows for each of the three years in the period ended January 3, 2026, in conformity with U.S.

generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 28, 2024, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February 26, 2025, expressed an unqualified opinion thereon.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of January 3, 2026, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated March 4, 2026, expressed an unqualified opinion thereon.

Basis for Opinion

13 unchanged sentences

The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Goodwill Impairment Assessment

Description of the Matter At December 28, 2024, the Company had goodwill of $2.5 billion on its consolidated balance sheet.

As discussed in Note 3 to the consolidated financial statements, goodwill is assessed for impairment on an annual basis or more frequently if indicators of potential impairment exist.

If the fair value of the reporting units (for goodwill) is less than its respective carrying value, an impairment loss is recognized in an amount equal to the difference.

Auditing the Company’s quantitative goodwill impairment assessment is complex because the estimation of fair values involves subjective management assumptions.

These assumptions for the goodwill assessment include the net sales growth, EBITDA margin and discount rate.

These significant assumptions used in the Company’s valuation model are forward looking and changes in these assumptions can have a material effect on the determination of fair values.

How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design, and tested the operating effectiveness of the Company’s controls over its impairment assessment for the Residential Kitchen reporting unit, including management’s review of the methods and significant assumptions described above.

Our audit procedures to test the annual impairment assessment for the Residential Kitchen reporting unit included, among others, assessing the assumptions described above, and the underlying data used to support such assumptions.

For example, we compared certain assumptions to industry, market and economic trends.

Where appropriate, we evaluated whether changes to the Company’s business and other factors would affect the assumption.

We also assessed the historical accuracy of management’s estimates and performed sensitivity analyses.

We involved our valuation specialists to assist with our evaluation of the methodology and auditing certain significant assumptions included in the fair value estimates.

Table of Cont ents

Goodwill and Indefinite-lived Intangible Impairment Assessment

Description of the Matter As discussed in Note 3 and Note 12 to the consolidated financial statements, goodwill and indefinite-lived intangible assets are assessed for impairment on an annual basis or more frequently if indicators of potential impairment exist.

If the fair value of the reporting units (for goodwill) or indefinite-life intangible (for trademarks and tradenames) is less than its respective carrying value, an impairment loss is recognized in an amount equal to the difference.

During the third quarter of 2025, the Company identified an impairment indicator impacting the fair value of the Residential Kitchen Equipment Group in connection with conducting a strategic review of its business portfolio, considering a broad range of strategic options.

As a result, the Company performed an interim quantitative goodwill and indefinite-lived intangible impairment test for the Residential Kitchen Equipment Group reporting unit and indefinite-lived intangibles as of September 27, 2025, and recorded impairment charges for goodwill and indefinite-lived intangibles of $572.6 million and $131.8 million, respectively.

As of January 3, 2026, the Company’s goodwill and indefinite-lived intangibles balances related to the Residential Kitchen Equipment Group reporting were $230.0 million and $342.0 million, respectively, which are included in Current assets held for sale - discontinued operations.

Auditing the Company’s interim quantitative goodwill impairment assessment for the Residential Kitchen reporting unit is complex because the estimation of fair values involves subjective management methods and assumptions.

The methods for the goodwill assessment include a market approach and an income approach using a discounted cash flow model.

The significant assumptions for the income approach include revenue growth rates, EBITDA margin and discount rate.

These significant assumptions used in the Company’s valuation model were forward looking and changes in these assumptions could have had a material effect on the determination of fair values.

Auditing the Company’s interim quantitative indefinite-lived intangible impairment assessment for certain Residential Kitchen trademarks and tradenames is complex because the estimation of fair values involves subjective management assumptions.

The significant assumptions for the indefinite-lived intangible assessment include revenue growth rates and discount rates.

These significant assumptions used in the Company’s valuation model were forward looking and changes in these assumptions could have had a material effect on the determination of fair values.

How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design, and tested the operating effectiveness of the Company’s controls over its impairment assessment for the Residential Kitchen reporting unit and trademarks and tradenames, including management’s review of the methods and the significant assumptions of revenue growth rates, EBITDA margin, and discount rates.

Our audit procedures to test the interim impairment assessment for the Residential Kitchen reporting unit and certain trademarks and tradenames included, among others, assessing the valuation methodologies and the weighting of the income and market approaches, the significant assumptions described above, and the underlying data used to support such assumptions.

For example, we compared the significant assumptions of revenue growth rates and EBITDA margin to industry, market and economic trends.

Where appropriate, we evaluated whether changes to the Company’s business and other factors would affect the revenue growth rates and EBITDA margin.

We also assessed the historical accuracy of management’s assumptions of future expected net cash flows and performed sensitivity analyses of significant assumptions, including the weighting of the market and income approaches, to evaluate the changes in the fair values of the reporting unit or certain trademarks and tradenames that would result from the changes in the significant assumptions described above.

We involved our valuation specialists to assist with our evaluation of the methodologies used by management, including the discounted cash flow model and in comparing the values computed from the income approach to that in the market approach and to transactions from guideline public companies, as well as auditing certain significant assumptions, including the discount rates included in the fair value estimates.

/s/ Ernst & Young LLP

1 unchanged sentence

Chicago, Illinois

February 26, 2025

March 4, 2026

Table of Cont ents

THE MIDDLEBY CORPORATION

CONSOLIDATED BALANCE SHEETS

DECEMBER 28, 2024 AND DECEMBER 30, 2023

JANUARY 3, 2026 AND DECEMBER 28, 2024

(amounts in thousands, except share data)

ASSETS Dec 28, 2024 Dec 30, 2023

Jan 3, 2026 Dec 28, 2024

Current assets:

Cash and cash equivalents $ 222,239 $ 638,766

Accounts receivable, net of reserve for doubtful accounts of $ 24,597 and $ 23,464

Accounts receivable, net of allowances for credit losses of $ 25,001 and $ 21,442

573,039 531,758

2 unchanged sentences

Prepaid taxes 41,159 24,014

Current assets held for sale - discontinued operations 1,102,441 364,827

Total current assets 2,742,643 2,330,043

7 unchanged sentences

Other assets 165,407 146,871

Non-current assets held for sale - discontinued operations — 1,480,820

Total assets $ 6,315,166 $ 7,283,151

4 unchanged sentences

Accrued expenses 574,810 493,678

Current liabilities held for sale - discontinued operations 242,335 125,511

Total current liabilities 1,068,231 829,322

3 unchanged sentences

Other non-current liabilities 177,772 170,663

Non-current liabilities held for sale - discontinued operations — 132,830

Stockholders' equity:

Preferred stock, $ 0.01 par value;

2,000,000 shares authorized;

Common stock, $ 0.01 par value;

64,264,828 and 63,942,340 shares issued in 2024 and 2023, respectively

64,964,586 and 64,264,828 shares issued

Paid-in capital 602,765 520,177

Treasury stock, at cost;

10,574,619 and 10,338,922 shares in 2024 and 2023, respectively

16,041,990 and 10,574,619 shares

( 1,735,281 ) ( 940,691 )

3 unchanged sentences

Total liabilities and stockholders' equity $ 6,315,166 $ 7,283,151

The accompanying Notes to Consolidated Financial Statements

are an integral part of these consolidated financial statements.

The accompanying notes are an integral part of these Consolidated Financial Statements.

Table of Cont ents

THE MIDDLEBY CORPORATION

CONSOLIDATED STATEMENTS OF EARNINGS

FOR THE FISCAL YEARS ENDED DECEMBER 28, 2024, DECEMBER 30, 2023

AND DECEMBER 31, 2022

FOR THE FISCAL YEARS ENDED JANUARY 3, 2026, DECEMBER 28, 2024 AND DECEMBER 30, 2023

(amounts in thousands, except per share data)

7 unchanged sentences

Gain on sale of plant — ( 1,139 ) —

Income from operations 656,188 634,868 639,604

Income from continuing operations 574,891 644,123 652,427

Interest expense and deferred financing amortization, net 93,828 93,356 121,129

Net periodic pension benefit (other than service cost & curtailment) ( 6,294 ) ( 14,872 ) ( 9,040 )

Other expense, net 1,536 4,213 28,893

Earnings before income taxes 577,320 519,378 564,415

Other expense/(income), net 5,082 ( 458 ) 4,258

Earnings from continuing operations before income taxes 482,275 566,097 536,080

Provision for income taxes 115,008 145,119 123,076

Net earnings $ 428,433 $ 400,882 $ 436,569

Net earnings per share:

Basic $ 7.97 $ 7.48 $ 8.07

Diluted $ 7.90 $ 7.41 $ 7.95

Net earnings from continuing operations 367,267 420,978 413,004

(Loss)/earnings from discontinued operations, net of tax ( 644,998 ) 7,455 ( 12,122 )

Net (loss)/earnings $ ( 277,731 ) $ 428,433 $ 400,882

Net (loss)/earnings per share:

Basic from continuing operations $ 7.11 $ 7.83 $ 7.71

Basic from discontinued operations ( 12.49 ) 0.14 ( 0.23 )

Basic (loss)/earnings per share $ ( 5.38 ) $ 7.97 $ 7.48

Diluted from continuing operations $ 7.04 $ 7.77 $ 7.64

Diluted from discontinued operations ( 12.36 ) 0.14 ( 0.22 )

Diluted (loss)/earnings per share $ ( 5.32 ) $ 7.90 $ 7.41

Weighted average number of shares

2 unchanged sentences

Diluted 52,179 54,209 54,086

The accompanying Notes to Consolidated Financial Statements

are an integral part of these consolidated financial statements.

The accompanying notes are an integral part of these Consolidated Financial Statements.

Table of Cont ents

THE MIDDLEBY CORPORATION

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

FOR THE FISCAL YEARS ENDED DECEMBER 28, 2024, DECEMBER 30, 2023

AND DECEMBER 31, 2022

FOR THE FISCAL YEARS ENDED JANUARY 3, 2026, DECEMBER 28, 2024 AND DECEMBER 30, 2023

(amounts in thousands)

2025 2024 2023

Net earnings $ 428,433 $ 400,882 $ 436,569

Other comprehensive (loss) income:

Net (loss)/earnings $ ( 277,731 ) $ 428,433 $ 400,882

Other comprehensive income/(loss):

Foreign currency translation adjustments 143,643 ( 67,765 ) 59,855

Pension liability adjustment, net of tax ( 1,829 ) 31,179 11,988

Unrealized (loss) gain on interest rate swaps, net of tax ( 9,606 ) ( 16,569 ) 61,638

Unrealized loss on certain investments, net of tax — — ( 1,330 )

Other comprehensive (loss) income:

Unrealized loss on interest rate swaps, net of tax ( 14,288 ) ( 9,606 ) ( 16,569 )

Other comprehensive income/(loss):

127,526 ( 46,192 ) 55,274

Comprehensive income $ 382,241 $ 456,156 $ 517,181

The accompanying Notes to Consolidated Financial Statements

are an integral part of these consolidated financial statements.

Comprehensive (loss)/income $ ( 150,205 ) $ 382,241 $ 456,156

The accompanying notes are an integral part of these Consolidated Financial Statements.

Table of Cont ents

THE MIDDLEBY CORPORATION

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

FOR THE FISCAL YEARS ENDED DECEMBER 28, 2024, DECEMBER 30, 2023

AND DECEMBER 31, 2022

FOR THE FISCAL YEARS ENDED JANUARY 3, 2026, DECEMBER 28, 2024 AND DECEMBER 30, 2023

(amounts in thousands)

Stock Paid-in

Capital Treasury

Stock Retained

Earnings Accumulated

Comprehensive

Income/(loss) Total

Stockholders'

Balance, January 1, 2022 $ 147 $ 357,309 $ ( 566,399 ) $ 3,062,303 $ ( 359,084 ) $ 2,494,276

Common Stock Paid-in Capital Treasury Stock Retained Earnings Accumulated Other Comprehensive Loss Total Stockholders' Equity

Balance, December 31, 2022 $ 147 $ 408,376 $ ( 831,176 ) $ 3,498,872 $ ( 278,472 ) $ 2,797,747

Net earnings — — — 400,882 — 400,882

2 unchanged sentences

— — — — 11,988 11,988

Unrealized gain on interest rate swap, net of tax of $ 21,337

— — — — 61,638 61,638

Unrealized loss on certain investments, net of tax of $( 443 )

Unrealized loss on interest rate swap, net of tax of $( 5,637 )

— — — — ( 16,569 ) ( 16,569 )

Stock compensation — 51,047 — — — 51,047

Stock issuance 1 19,793 — — — 19,794

Purchase of treasury stock — — ( 74,855 ) — — ( 74,855 )

Purchase of capped calls, net of tax of $( 2,354 )

— ( 7,301 ) — — — ( 7,301 )

Balance, December 30, 2023 $ 148 $ 479,216 $ ( 906,031 ) $ 3,899,754 $ ( 223,198 ) $ 3,249,889

3 unchanged sentences

— — — — 31,179 31,179

Unrealized gain on interest rate swap, net of tax of $( 5,637 )

Unrealized loss on interest rate swap, net of tax of $( 3,221 )

— — — — ( 9,606 ) ( 9,606 )

3 unchanged sentences

Balance, December 28, 2024 $ 148 $ 520,177 $ ( 940,691 ) $ 4,328,187 $ ( 269,390 ) $ 3,638,431

Net earnings — — — 428,433 — 428,433

Net loss — — — ( 277,731 ) — ( 277,731 )

Currency translation adjustments — — — — 143,643 143,643

1 unchanged sentence

— — — — ( 1,829 ) ( 1,829 )

Unrealized gain on interest rate swap, net of tax of $( 3,221 )

Unrealized loss on interest rate swap, net of tax of $( 4,435 )

— — — — ( 14,288 ) ( 14,288 )

Stock compensation — 14,722 — — — 14,722

Stock issuance — 4,810 — — — 4,810

Conversion of Convertible Notes 5 2,968 — — — 2,973

Purchase of treasury stock — — ( 729,692 ) — — ( 729,692 )

Balance, December 28, 2024 $ 148 $ 520,177 $ ( 940,691 ) $ 4,328,187 $ ( 269,390 ) $ 3,638,431

The accompanying Notes to Consolidated Financial Statements

are an integral part of these consolidated financial statements.

Exercise of Capped Calls — 64,898 ( 64,898 ) — — —

Balance, January 3, 2026 $ 153 $ 602,765 $ ( 1,735,281 ) $ 4,050,456 $ ( 141,864 ) $ 2,776,229

The accompanying notes are an integral part of these Consolidated Financial Statements.

Table of Cont ents

THE MIDDLEBY CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE FISCAL YEARS ENDED DECEMBER 28, 2024, DECEMBER 30, 2023

AND DECEMBER 31, 2022

FOR THE FISCAL YEARS ENDED JANUARY 3, 2026, DECEMBER 28, 2024 AND DECEMBER 30, 2023

(amounts in thousands)

1 unchanged sentence

Cash flows from operating activities:

Net earnings $ 428,433 $ 400,882 $ 436,569

Adjustments to reconcile net earnings to net cash provided by operating activities

Net (loss)/earnings $ ( 277,731 ) $ 428,433 $ 400,882

(Loss)/earnings from discontinued operations, net of tax ( 644,998 ) 7,455 ( 12,122 )

Earnings from continuing operations, net of tax 367,267 420,978 413,004

Adjustments to reconcile earnings from continuing operations, net of tax to net cash provided by operating activities - continuing operations:

Depreciation and amortization 105,305 104,113 109,917

11 unchanged sentences

Accrued expenses and other liabilities 3,168 7,406 ( 75,815 )

Net cash provided by operating activities - continuing operations 564,584 614,520 508,642

Net cash provided by operating activities - discontinued operations 65,613 72,296 120,148

Net cash provided by operating activities 630,197 686,816 628,790

4 unchanged sentences

Acquisitions, net of cash acquired ( 31,975 ) ( 111,428 ) ( 37,884 )

Net cash used in investing activities - continuing operations ( 103,818 ) ( 145,691 ) ( 98,757 )

Net cash used in investing activities - discontinued operations ( 23,071 ) ( 12,844 ) ( 56,985 )

Net cash used in investing activities ( 126,889 ) ( 158,535 ) ( 155,742 )

Cash flows from financing activities:

Proceeds under Credit Facility — 640,200 1,870,000

Proceeds from Credit Facility 1,106,500 — 640,200

Repayments under Credit Facility ( 607,329 ) ( 32,813 ) ( 948,496 )

Premiums paid for capped call — — ( 9,655 )

Net repayments under foreign bank loan ( 2,193 ) ( 166 ) ( 24,470 )

Payment of principal upon maturity of Convertible Notes ( 744,527 ) — —

Proceeds from foreign loans 23,224 — —

Repayments of foreign loans ( 2,143 ) ( 2,193 ) ( 166 )

Payments of deferred purchase price ( 20,073 ) ( 3,878 ) ( 7,701 )

Repurchase of treasury stock ( 723,613 ) ( 34,660 ) ( 74,565 )

Debt issuance costs on Credit Facility ( 3,167 ) — —

Other, net 187 ( 224 ) ( 211 )

Net cash (used in) provided by financing activities ( 73,768 ) ( 390,939 ) 7,631

Net cash used in financing activities ( 970,941 ) ( 73,768 ) ( 390,939 )

Effect of exchange rates on cash and cash equivalents 22,547 ( 12,476 ) 3,386

Changes in cash and cash equivalents—

Net increase (decrease) in cash and cash equivalents 442,037 85,495 ( 18,361 )

Cash and cash equivalents at beginning of year 247,496 162,001 180,362

Cash and cash equivalents at end of year $ 689,533 $ 247,496 $ 162,001

Changes in cash and cash equivalents and cash and cash equivalents held for sale - discontinued operations:

Net (decrease)/increase ( 445,086 ) 442,037 85,495

Balance at beginning of year 689,533 247,496 162,001

Balance at end of year $ 244,447 $ 689,533 $ 247,496

Non-cash investing and financing activities:

Stock issuance related to acquisition and purchase of intangible assets — 4,810 19,794

The accompanying Notes to Consolidated Financial Statements

are an integral part of these consolidated financial statements.

The accompanying notes are an integral part of these Consolidated Financial Statements.

Table of Cont ents

THE MIDDLEBY CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE FISCAL YEARS ENDED DECEMBER 28, 2024, DECEMBER 30, 2023

AND DECEMBER 31, 2022

FOR THE FISCAL YEARS ENDED JANUARY 3, 2026, DECEMBER 28, 2024 AND DECEMBER 30, 2023

(1) NATURE OF OPERATIONS

The Middleby Corporation (the "company") is engaged in the design, manufacture and sale of commercial foodservice, food processing equipment and residential kitchen equipment.

The company manufactures and assembles this equipment at forty-four U.S.

and thirty-eight international manufacturing facilities.

The company operates in three business segments:

1) the Commercial Foodservice Equipment Group, 2) the Food Processing Equipment Group and 3) the Residential Kitchen Equipment Group.

The Commercial Foodservice Equipment Group has a broad portfolio of foodservice equipment, which enable it to serve virtually any cooking, warming, refrigeration, freezing and beverage application within a commercial kitchen or foodservice operation.

The Middleby Corporation (the "company") is engaged in the design, manufacture and sale of commercial foodservice and food processing equipment.

The company manufactures and assembles this equipment at thirty-eight U.S.

and thirty-four international manufacturing facilities.

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 (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 sale of the Residential Kitchen Equipment Group represents a strategic shift that will have a major effect on the company's operations and financial results.

Due to this shift, the Residential Kitchen Equipment Group’s financial results are reflected in the Consolidated Statements of Earnings and Consolidated Statements of Cash Flows as discontinued operations.

The assets and liabilities of the Residential Kitchen Equipment Group have been reclassified and reported as assets and liabilities held for sale - discontinued operations in the Consolidated Balance Sheets.

These changes have been applied to all periods presented.

Additionally, all of the Notes to Consolidated Financial Statements have been retrospectively restated to only include the company's continuing operations, unless noted otherwise.

The Residential Kitchen Equipment Group, historically presented as a reportable segment, is no longer included in segment results.

See Note 12 to these Notes to the Consolidated Financial Statements for further information.

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 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.

federal income tax purposes.

There can be no assurance that any separation transaction will ultimately occur or, if one does occur, of its terms or timing.

Reportable Segments

The company reports its financial performance in two business segments representing all of the company's continuing operations:

1) the Commercial Foodservice Equipment Group and 2) the Food Processing Equipment Group.

The Commercial Foodservice Equipment Group offers a broad portfolio of foodservice equipment, which enable it to serve virtually any cooking, warming, refrigeration, freezing and beverage application within a commercial kitchen or foodservice operation.

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

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.

The Food Processing Equipment Group offers a broad portfolio of processing solutions for customers producing pre-cooked meat products, such as hot dogs, dinner sausages, poultry and lunchmeats and baked goods such as muffins, cookies and bread.

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 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.

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

The Residential Kitchen Equipment Group has a broad portfolio of innovative and professional-style residential kitchen equipment.

The products offered by this group include ranges, cookers, stoves, cooktops, microwaves, ovens, refrigerators, dishwashers, undercounter refrigeration, wine cellars, ice machines, beer dispensers, ventilation equipment, mixers, rotisseries and outdoor cooking equipment.

Table of Cont ents

(2) ACQUISITIONS AND PURCHASE ACCOUNTING

3 unchanged sentences

The final allocation of consideration paid for the 2024 acquisitions is summarized as follows (in thousands):

Preliminary Opening Balance Sheet Measurement

Adjustments Adjusted Opening Balance Sheet

Preliminary Opening Balance Sheet Measurement Period Adjustments Adjusted Opening Balance Sheet

Cash $ 7,868 $ 9 $ 7,877

3 unchanged sentences

Other intangibles 32,248 — 32,248

Long-term deferred tax asset 9 96 105

Other assets 266 1,029 1,295

Current portion of long-term debt ( 290 ) — ( 290 )

Current liabilities ( 42,304 ) 1,545 ( 40,759 )

Long-term debt ( 369 ) — ( 369 )

Long-term deferred tax liability ( 1,132 ) — ( 1,132 )

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Consideration paid at closing $ 119,930 $ 2,012 $ 121,942

Deferred payments — 76 76

Contingent consideration 8,681 — 8,681

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The net long-term deferred tax liability amounted to $ 1.1 million.

The net deferred tax liability is comprised of $ 0.3 million related to the difference between the book and tax basis of identifiable intangible assets and $ 0.6 million related to the difference between the book and tax basis on identifiable tangible asset and liability accounts.

The net long-term deferred tax liability is related to the difference between the book and tax basis of identifiable intangible assets.

The goodwill and $ 16.7 million of other intangibles associated with the trade names are subject to the non-amortization provisions of ASC 350.

Other intangibles also include $ 7.2 million allocated to customer relationships, $ 7.9 million allocated to developed technology, and $ 0.6 million allocated to backlog, which are being amortized over periods of 7 years, 7 to 12 years, and 9 months, respectively.

Other intangibles also include $ 12.1 million allocated to customer relationships, $ 1.1 million allocated to developed technology, and $ 2.3 million allocated to backlog, which are being amortized over periods of 5 to 7 years, 7 years, and 3 to 9 months, respectively.

Goodwill of $ 49.9 million and other intangibles of $ 24.0 million are allocated to the Food Processing Equipment Group for segment reporting purposes.

Goodwill of $ 13.2 million and other intangibles of $ 8.2 million are allocated to the Commercial Foodservice Equipment Group for segment reporting purposes.

Goodwill of $ 13.8 million and other intangibles of $ 11.7 million are allocated to the Residential Kitchen Equipment Group for segment reporting purposes.

Of these assets, goodwill of $ 53.3 million and intangibles of $ 28.0 million are expected to be deductible for tax purposes.

Four purchase agreements include earnout provisions providing for a contingent payment due to the sellers for the achievement of certain targets.

Four earnouts are payable to the extent certain sales and EBITDA targets are met with measurement dates ending between 2024 and 2026.

One earnout is payable upon the achievement of certain product rollout targets specific to the year of measurement.

Two purchase agreements include earnout provisions providing for a contingent payment due to the sellers for the achievement of certain targets.

Two earnouts are payable to the extent certain sales and EBITDA targets are met with measurement dates ending between 2026 and 2027.

The contractual obligation associated with the contingent earnout provisions recognized on the acquisition date amounts to $ 8.7 million.

One purchase agreement includes a deferred payment due to the sellers payable in 2030.

The contractual obligation associated with the deferred payment on the acquisition date amounts to $ 0.1 million.

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2025 Acquisitions

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The following estimated fair values of assets acquired and liabilities assumed are based on the information that was available as of the acquisition date for the 2025 acquisitions and are summarized as follows (in thousands):

Preliminary Opening Balance Sheet Preliminary Measurement

Adjustments Adjusted Opening Balance Sheet

Preliminary Opening Balance Sheet Preliminary Measurement Period Adjustments Adjusted Opening Balance Sheet

Cash $ 7,434 $ — $ 7,434

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Other intangibles 10,263 — 10,263

Long-term deferred tax asset 9 — 9

Other assets 44 5,456 5,500

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The net long-term deferred tax liability amounted to $ 2.3 million.

The net deferred tax liability is related to the difference between the book and tax basis of identifiable intangible assets.

The net long-term deferred tax liability is comprised of $ 1.3 million related to the difference between the book and tax basis of identifiable intangible assets and $ 1.0 million related to the difference between the book and tax basis of identifiable tangible asset and liability accounts.

The goodwill and $ 4.6 million of other intangibles associated with the trade names are subject to the non-amortization provisions of ASC 350.

Other intangibles also include $ 12.2 million allocated to customer relationships, $ 1.1 million allocated to developed technology, and $ 2.2 million allocated to backlog, which are being amortized over periods of 5 to 7 years, 7 years, and 3 to 6 months respectively.

Other intangibles also include $ 2.6 million allocated to customer relationships, $ 1.1 million allocated to developed technology, and $ 2.0 million allocated to backlog, which are being amortized over periods of 7 years, 7 years, and 6 months, respectively.

Goodwill of $ 13.3 million and other intangibles of $ 10.3 million are allocated to the Food Processing Equipment Group for segment reporting purposes.

Goodwill of $ 14.2 million and other intangibles of $ 8.2 million are allocated to the Commercial Foodservice Equipment Group for segment reporting purposes.

Of these assets, goodwill of $ 7.6 million and intangibles of $ 5.5 million are expected to be deductible for tax purposes.

Two purchase agreements include earnout provisions providing for a contingent payment due to the sellers for the achievement of certain targets.

Two earnouts are payable to the extent certain sales and EBITDA targets are met with measurement dates ending between 2026 and 2027.

Two earnouts are payable to the extent certain EBITDA targets are met with measurement dates ending in 2028.

The contractual obligation associated with the contingent earnout provisions recognized on the acquisition date amounts to $ 4.7 million.

The company believes that information gathered to date provides a reasonable basis for estimating the fair values of assets acquired and liabilities assumed, but the company is waiting for additional information necessary to finalize those fair values for the acquisitions completed during 2025.

Certain intangible assets are preliminarily valued using historical information from the Food Processing Equipment Group and Commercial Foodservice Equipment Group and qualitative assessment of the businesses at acquisition date.

Specifically, the company estimated the fair values of the intangible assets based on the percentage of purchase price assigned to similar intangible assets in previous acquisitions.

Certain intangible assets are preliminarily valued using historical information from the Food Processing Equipment Group and qualitative assessment of the businesses at acquisition date.

Specifically, the company estimated the fair values of the intangible assets based on the percentage of purchase price assigned to similar intangible assets in previous acquisitions within the Food Processing Group.

Thus, the provisional measurements of fair values set forth above are subject to change.

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Pro Forma Financial Information

In accordance with ASC 805 Business Combinations, the following unaudited pro forma results of operations for the twelve months ended December 28, 2024 and December 30, 2023, assumes the 2023 and 2024 acquisitions described above were completed on January 1, 2023 (first day of fiscal year 2023).

The following pro forma results include adjustments to reflect amortization of intangibles associated with the acquisitions and the effects of adjustments made to the carrying value of certain assets (in thousands, except per share data):

Twelve Months Ended

December 28, 2024 December 30, 2023

In accordance with ASC 805 Business Combinations, the following unaudited pro forma results of operations for fiscal 2025 and 2024 assumes the acquisitions described above were completed on December 31, 2023 (first day of fiscal year 2024).

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following pro forma results include adjustments to reflect amortization of intangibles associated with the acquisitions and the effects of adjustments made to the carrying value of certain assets (in thousands, except per share data):

Net sales $ 3,221,211 $ 3,272,826

Net earnings 435,145 390,254

Net earnings from continuing operations 370,148 416,073

Net earnings per share:

Basic $ 8.10 $ 7.28

Diluted $ 8.03 $ 7.22

The historical consolidated financial information of the company and the acquisitions have been adjusted in the pro forma information to give effect to events that are (1) directly attributable to the transactions, (2) factually supportable and (3) expected to have a continuing impact on the combined results.

Basic from continuing operations $ 7.17 $ 7.74

Diluted from continuing operations 7.09 7.68

Pro forma data may not be indicative of the results that would have been obtained had these acquisitions occurred at the beginning of the periods presented, nor is it intended to be a projection of future results.

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The preparation of these financial statements requires the company to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses as well as related disclosures.

Significant items that are subject to such estimates and judgments include allowances for doubtful accounts, reserves for excess and obsolete inventories, long-lived and intangible assets, warranty reserves, insurance reserves, income tax reserves and post-retirement obligations.

Significant items that are subject to such estimates and judgments include allowances for credit losses, reserves for excess and obsolete inventories, long-lived and intangible assets, warranty reserves, insurance reserves, income tax reserves and post-retirement obligations.

On an ongoing basis, the company evaluates its estimates and assumptions based on historical experience and various other factors that are believed to be reasonable under the circumstances.

Actual results may differ from these estimates under different assumptions or conditions.

Certain prior year amounts within the company's segment reporting have been reclassified to be consistent with current year presentation, including beginning to report the results of a division within the company's Food Processing segment as a result of a change in internal management and potential synergies in operations to be consistent with the reporting of financial information used to assess performance and allocate resources.

These operations were previously reported in the Commercial Foodservice segment and are now managed and reported in the Food Processing segment.

Additionally, certain costs that were previously associated with the Residential Kitchen Equipment Group were excluded from the scope of the Residential Transaction and are now included within Corporate and Other.

All prior period segment disclosures have been recast to reflect these changes.

See Note 10 to these Notes to the Consolidated Financial Statements for further information regarding the company’s business segment results.

The company's fiscal year ends on the Saturday nearest December 31.

Fiscal years 2024, 2023, and 2022 ended on December 28, 2024, December 30, 2023 and December 31, 2022, respectively, with each year including 52 weeks.

Fiscal years 2025, 2024, and 2023 ended on January 3, 2026, December 28, 2024 and December 30, 2023, respectively, and included 53, 52 and 52 weeks, respectively.

(b) Cash and Cash Equivalents

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Accounts receivable, as shown in the consolidated balance sheets, were net of allowances for doubtful accounts of $ 24.6 million and $ 23.5 million at December 28, 2024 and December 30, 2023, respectively.

At December 28, 2024, all accounts receivable were expected to be collected within one year.

Accounts receivable, as shown in the Consolidated Balance Sheets, were net of allowances for credit losses of $ 25.0 million and $ 21.4 million at January 3, 2026 and December 28, 2024, respectively.

The company estimates allowances for expected credit losses using an aging methodology and establishes customer-specific reserves for higher risk trade customers.

We consider a combination of specific customer circumstances, credit conditions, market conditions and the history of write-offs and collections in developing the allowances.

At January 3, 2026, all accounts receivable were expected to be collected within one year.

(d) Inventories

Inventories are composed of material, labor and overhead and are stated at the lower of cost or net realizable value.

Costs for inventory have been determined using the first-in, first-out ("FIFO") method.

The company estimates reserves for inventory obsolescence and shrinkage based on its judgment of future realization.

Inventories at December 28, 2024 and December 30, 2023 are as follows (in thousands):

Costs for inventory have been determined primarily using the first-in, first-out ("FIFO") method.

The company estimates reserves for

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inventory obsolescence and shrinkage based on its judgment of future realization.

Inventories consist of the following (in thousands):

Jan 3, 2026 Dec 28, 2024

Raw materials and parts $ 404,119 $ 405,868

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Finished goods 195,136 180,092

$ 841,567 $ 935,867

Inventories, net $ 692,589 $ 655,944

(e) Property, Plant and Equipment

Property, plant and equipment are carried at cost as follows (in thousands):

Jan 3, 2026 Dec 28, 2024

Land $ 60,365 $ 52,846

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Machinery and equipment 294,931 264,083

903,373 850,426

Total property, plant and equipment 742,848 653,113

Less accumulated depreciation ( 311,226 ) ( 268,430 )

$ 525,965 $ 510,898

Property, plant and equipment, net $ 431,622 $ 384,683

Property, plant and equipment are depreciated or amortized on a straight-line basis over their useful lives based on management's estimates of the period over which the assets will be utilized to benefit the operations of the company.

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The f ollowing is a summary of the estimated useful lives:

Description Life

Building and improvements 20 to 40 years

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macroeconomic conditions, industry and market considerations, cost factors, overall financial performance, share price and other relevant factors.

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If an indicator of impairment is determined from the qualitative analysis, then the company will perform a quantitative analysis.

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Fair value is determined using an income approach using a discounted cash flow model.

The company performed a qualitative assessment as of September 29, 2024 over all three reporting units.

As a result of the financial performance for the Residential Kitchen reporting unit, the company completed a quantitative analysis.

The primary indicator of impairment was market conditions resulting in lower than expected revenue performance in the current year and forecasted revenues for future periods.

The fair value of the reporting unit exceeded its carrying unit by more than 8% and no impairment of goodwill was recognized.

The company believes the assumptions utilized within the quantitative analysis are reasonable and consistent with assumptions that would be used by other marketplace participants.

Based on the qualitative assessment for all other reporting units it was determined there was no impairment of goodwill and there are no accumulated impairment losses.

Goodwill is allocated to the business segments as follows (in thousands):

Foodservice Food

Processing Residential Kitchen Total

The company performed a qualitative assessment as of September 28, 2025 over its two reporting units and the company determined there were no impairment indicators for the period ended January 3, 2026.

No impairment was recognized and the company has not previously recognized any goodwill impairments and therefore there are no accumulated goodwill impairment losses.

Goodwill is allocated to reporting units as follows (in thousands):

Commercial Foodservice Food Processing Total

Balance as of December 30, 2023 $ 1,307,136 $ 397,137 $ 1,704,273

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Measurement period adjustments to goodwill acquired in prior year 271 57 328

Exchange effect 4,815 5,452 16,696 26,963

Exchange effect and other ( 9,509 ) ( 11,778 ) ( 21,287 )

Balance as of December 28, 2024 $ 1,312,085 $ 432,161 $ 1,744,246

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Measurement period adjustments to goodwill acquired in prior year ( 985 ) 3,116 2,131

Exchange effect ( 11,683 ) ( 9,604 ) ( 8,285 ) ( 29,572 )

Balance as of December 28, 2024 $ 1,331,831 $ 412,415 $ 773,976 $ 2,518,222

Exchange effect and other ( 13,768 ) 53,728 39,960

Balance as of January 3, 2026 $ 1,297,332 $ 502,317 $ 1,799,649

Intangible assets consist of the following (in thousands):

December 28, 2024 December 30, 2023

Estimated Weighted Avg Remaining Life Gross Carrying Amount Accumulated Amortization Estimated Weighted Avg Remaining Life Gross Carrying Amount Accumulated Amortization

January 3, 2026 December 28, 2024

Estimated Weighted Average Remaining Life Gross Carrying Amount Accumulated Amortization Estimated Weighted Average Remaining Life Gross Carrying Amount Accumulated Amortization

Amortized intangible assets:

Customer lists 6.4 $ 850,540 $ ( 581,301 ) 7.0 $ 845,326 $ ( 529,533 )

Customer relationships 5.4 $ 690,513 $ ( 507,129 ) 6.1 $ 678,717 $ ( 453,954 )

Backlog 0.1 3,463 ( 3,068 ) 0.3 2,192 ( 804 )

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Indefinite-lived assets:

Trademarks and tradenames $ 1,293,226 $ 1,323,236

The company completed its annual impairment assessment for indefinite-lived intangible assets as of September 29, 2024.

We identified indicators of impairment with certain trademarks within each of its reporting units.

The primary indicator of impairment was market conditions resulting in lower than expected revenue performance in the current year and forecasted revenues for future periods.

Based on the results of the quantitative assessments, the company recorded impairment charges of $ 33.4 million associated with several trademarks, of which $ 28.2 million was associated with the Residential Kitchen Equipment Group and $ 5.2 million with the Commercial Foodservice Equipment Group.

The gross value of all trademarks tested was approximately $ 255.8 million, including the impaired trademarks.

The fair values of the other trademarks tested with no impairment, per the analyses, exceeded their carrying values by 10% or more.

The primary trademark impaired based on the quantitative assessments was within the Residential Kitchen Equipment Group.

The fair value of the trademark was estimated to be $ 83.6 million as compared to the carrying value of $ 100.4 million and resulted in a $ 16.8 million indefinite-lived intangible asset impairment charge.

The diminution in fair value for the trademark was due to European macroeconomic conditions such as high interest rates, challenging housing market conditions and higher carrying costs of inventory levels in the channel.

This led to lower than expected revenue in the current year and corresponding reductions of future revenue due to expectations for recovery in demand.

The company estimated the fair value of the trademark using a relief from royalty method under the income approach.

In performing the quantitative analyses on this trademark, significant assumptions include revenue growth rates, assumed royalty rates and the discount rate.

Trademarks and trade names $ 840,121 $ 833,735

The company completed its annual impairment assessment for indefinite-lived intangible assets as of September 28, 2025 and identified indicators of impairment with certain trademarks and trade names within the Commercial Foodservice Equipment Group and Food Processing Equipment Group segments.

The company estimated the fair value of the trademarks and trade names using a relief from royalty method under the income approach.

In performing the quantitative analyses on the trademarks and trade names, significant assumptions include revenue growth rates, assumed royalty rates and discount rates, which are considered level 3 inputs in the fair value hierarchy.

The company believes the assumptions utilized within the quantitative analysis are reasonable and consistent with assumptions that would be used by other marketplace participants.

For the primary trademark impaired, a 10.0% reduction in revenues would result in an impairment charge of approximately $ 7.6 million .

A 50 basis point reduction of the royalty rates would result in an impairment charge of approximately $ 5.8 million .

A 50 basis point increase in the discount rates would result in an impairment charge of approximately $ 5.5 million .

The company performed a qualitative assessment as of September 29, 2024 for all other trademarks and trade names and determined it is more likely than not that the fair value of its other indefinite-life intangible assets are greater than the carrying amounts.

The company elected to perform a qualitative assessment on the other indefinite-life intangible assets.

We identified indicators of impairment resulting in an impairment charge of approximately $ 5.2 million associated with the decline in recoverable value of an equity method investment.

There were no other events that indicated that the fair value was less than the carrying value that would require a quantitative impairment assessment for other indefinite-life intangible assets.

The estimates of future cash flows used in determining the fair value of goodwill and indefinite-lived intangible assets involve significant management judgment and are based upon assumptions about expected future operating performance, economic conditions, market conditions and cost of capital.

Based on the results of the quantitative assessments, the company recorded impairment charges of $ 10.6 million associated with several trademarks, of which $ 9.3 million was associated with the Commercial Foodservice Equipment Group and $ 1.3 million with the Food Processing Equipment Group.

The diminution in fair value for the trademarks was due to market conditions resulting in lower than expected revenue performance in the current year and forecasted revenues for future periods.

The gross value of all trademarks and trade names tested was approximately $ 23.8 million, including the impaired trademarks.

Table of Cont ents

The estimates of future cash flows used in determining the fair value of indefinite-lived intangible assets involve significant management judgment and are based upon assumptions about expected future operating performance, economic conditions, market conditions and cost of capital.

Inherent in estimating the future cash flows are uncertainties beyond our control, such as changes in capital markets.

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The actual cash flows could differ materially from management's estimates due to changes in business conditions, operating performance and economic conditions.

The company performed a qualitative assessment as of September 28, 2025 for all other trademarks and trade names and determined there were no impairment indicators for the period ended January 3, 2026.

Definite-lived intangible assets are amortized over their estimated useful lives and tested for impairment whenever events or changes in circumstances indicate that the recorded value of an asset is greater than the sum of its expected future undiscounted cash flows.

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(g) Accrued Expenses

Accrued expenses consist of the following at December 28, 2024 and December 30, 2023, respectively (in thousands):

Accrued expenses consist of the following (in thousands):

Jan 3, 2026 Dec 28, 2024

Contract liabilities $ 168,381 $ 113,735

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Accrued customer rebates 56,585 44,711

Accrued short-term leases 27,938 26,417

Accrued contingent consideration 26,764 25,748

Accrued short-term leases 19,522 17,829

Accrued sales and other tax 18,702 12,585

Accrued agent commission 16,730 16,956

Accrued professional fees 18,112 13,774

Accrued agent commission 17,686 16,311

Accrued product liability and workers compensation 9,700 10,340

Other accrued expenses 49,225 64,751

$ 576,465 $ 579,192

Accrued expenses $ 574,810 $ 493,678

(h) Litigation Matters

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The company does not believe that any such matter will have a material adverse effect on its financial condition, results of operations or cash flows of the company.

(i) Accumulated Other Comprehensive Income (Loss)

The following table summarizes the components of accumulated other comprehensive income (loss) as reported in the consolidated balance sheets (in thousands):

Table of Cont ents

(i) Accumulated Other Comprehensive Loss

The following table summarizes the components of accumulated other comprehensive loss as reported in the Consolidated Balance Sheets (in thousands):

Jan 3, 2026 Dec 28, 2024

Unrecognized pension benefit costs, net of tax of $ 15,956 and $ 13,866

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Unrealized gain on interest rate swap, net of tax of $ 3,543 and $ 7,978

22,399 32,005

Currency translation adjustments ( 69,612 ) ( 213,255 )

$ ( 269,390 ) $ ( 223,198 )

Changes in accumulated other comprehensive income (loss) (1) were as follows (in thousands):

Accumulated other comprehensive loss $ ( 141,864 ) $ ( 269,390 )

Changes in accumulated other comprehensive loss (1) were as follows (in thousands):

Currency Translation Adjustment Pension Benefit Costs Unrealized Gain/(Loss) Interest Rate Swap Total

Balance as of December 30, 2023 $ ( 145,490 ) $ ( 109,713 ) $ 32,005 $ ( 223,198 )

Other comprehensive income before reclassification $ 59,855 $ 11,392 $ 15,652 $ 86,899

Other comprehensive (loss)/income before reclassification ( 67,765 ) 28,585 17,598 ( 21,582 )

Amounts reclassified from accumulated other comprehensive income — 2,594 ( 27,204 ) ( 24,610 )

Net current-period other comprehensive income $ 59,855 $ 11,988 $ ( 16,569 ) $ 55,274

Net current-period other comprehensive (loss)/income ( 67,765 ) 31,179 ( 9,606 ) ( 46,192 )

Balance as of December 28, 2024 $ ( 213,255 ) $ ( 78,534 ) $ 22,399 $ ( 269,390 )

Other comprehensive income before reclassification ( 67,765 ) 28,585 17,598 ( 21,582 )

Other comprehensive income/(loss) before reclassification 143,643 ( 2,125 ) 2,427 143,945

Amounts reclassified from accumulated other comprehensive income — 296 ( 16,715 ) ( 16,419 )

Net current-period other comprehensive income $ ( 67,765 ) $ 31,179 $ ( 9,606 ) $ ( 46,192 )

Balance as of December 28, 2024 $ ( 213,255 ) $ ( 78,534 ) $ 22,399 $ ( 269,390 )

(1) As of December 28, 2024, pension and unrealized gain on interest rate swap amounts, net of tax, were $ 13.9 million and $ 8.0 million, respectively.

During the twelve months ended December 28, 2024, the adjustments to pension and unrealized gain on interest rate swap amounts, net of tax, were $ 9.9 million and $( 3.2 ) million, respectively

Net current-period other comprehensive income/(loss) 143,643 ( 1,829 ) ( 14,288 ) 127,526

Balance as of January 3, 2026 $ ( 69,612 ) $ ( 80,363 ) $ 8,111 $ ( 141,864 )

(1) As of January 3, 2026, pension and unrealized gain on interest rate swap amounts, net of tax, were $ 16.0 million and $ 3.5 million, respectively.

During fiscal 2025, the adjustments to pension and unrealized gain on interest rate swap amounts, net of tax, were $ 2.1 million and $( 4.4 ) million, respectively.

(j) Fair Value Measures

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Level 3 – Unobservable inputs based on our own assumptions

Table of Cont ents

The company’s financial assets and liabilities that are measured at fair value and are categorized using the fair value hierarchy are as follows (in thousands):

Level 1 Fair Value

Level 2 Fair Value

Level 3 Total

As of December 28, 2024

Level 1 Level 2 Level 3 Total

As of January 3, 2026

Financial Assets:

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Interest rate swaps $ — $ 29,952 $ — $ 29,952

Foreign exchange derivative contracts $ — $ 29 $ — $ 29

Financial Liabilities:

Contingent consideration — — 53,228 53,228

The contingent consideration, as of December 28, 2024 and December 30, 2023, relates to the earnout provisions recorded in conjunction with various purchase agreements.

The earnout provisions associated with these acquisitions are based upon performance measurements related to sales and earnings, as defined in the respective purchase agreements.

Foreign exchange derivative contracts — 1,400 — 1,400

The contingent consideration, as of January 3, 2026 and December 28, 2024, relates to the earnout provisions recorded in conjunction with various purchase agreements.

The earnout provisions associated with these acquisitions are based upon performance measurements related to sales and EBITDA, as defined in the respective purchase agreements.

On a quarterly basis, the company assesses the projected results for each of the acquisitions in comparison to the earnout targets and adjusts the liability accordingly.

Discount rates for valuing contingent consideration are determined based on the company rates and specific acquisition risk considerations.

Changes in fair value associated with the earnout provisions are recognized in Selling, general and administrative expenses within the Consolidated Statements of Earnings.

The following table represents changes in the fair value of the contingent consideration liabilities for the fiscal years 2024 and 2023:

December 28, 2024 December 30, 2023

Changes in fair value associated with the earnout provisions are recognized in selling, general and administrative expenses in the Consolidated Statements of Earnings.

The following table represents changes in the fair value of the contingent consideration liabilities for the fiscal years 2025 and 2024 (in thousands):

Beginning balance $ 53,228 $ 51,538

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(k) Foreign Currency

The income statements of the company’s foreign operations are translated at the monthly average rates.

The income statements of the company’s foreign operations are translated at the monthly average exchange rates.

Assets and liabilities of the company’s foreign operations are translated at exchange rates at the balance sheet date.

These translation adjustments are not included in determining net income for the period but are disclosed and accumulated in a separate component of stockholders’ equity.

These translation adjustments are not included in determining net earnings for the period but are disclosed and accumulated in a separate component of stockholders’ equity.

Exchange gains and losses on foreign currency transactions are included in determining net income for the period in which they occur.

These transactions amounted to a loss of $ 1.3 million, $ 8.7 million and $ 28.1 million in 2024, 2023 and 2022, respectively, and are included in other expense on the statements of earnings.

These transactions amounted to a loss (gain) of $ 6.3 million, $( 0.1 ) million and $ 8.6 million in 2025, 2024 and 2023, respectively, and are included in other expense/(income), net in the Consolidated Statements of Earnings.

(l) Shipping and Handling Costs

Fees billed to the customer for shipping and handling are classified as a component of net revenues.

Shipping and handling costs are included in cost of products sold.

Fees billed to the customer for shipping and handling are classified as a component of net sales in the Consolidated Statements of Earnings.

Shipping and handling costs are included in cost of sales in the Consolidated Statements of Earnings.

(m) Warranty Costs

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The estimate of warranty cost is based on contract terms and historical warranty loss experience that is periodically adjusted for recent actual experience.

Because warranty estimates are forecasts that are based on the best available information, claims costs may differ from amounts provided.

Because warranty

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estimates are forecasts that are based on the best available information, claims costs may differ from amounts provided.

Adjustments to initial obligations for warranties are made as changes in the obligations become reasonably estimable.

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(n) Research and Development Costs

Research and development costs, included in cost of sales in the consolidated statements of earnings, are charged to expense when incurred.

Research and development costs, included in cost of sales in the Consolidated Statements of Earnings, are expensed as incurred.

These costs were $ 58.8 million, $ 50.8 million and $ 47.1 million in fiscal 2025, 2024 and 2023, respectively.

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Non-cash share-based compensation expense is only recognized for those grants expected to vest.

See Note 6, "Common and Preferred Stock," for further information on the company's share-based incentive plans.

See Note 6 to these Notes to the Consolidated Financial Statements for further information on the company's share-based incentive plans.

(p) Earnings Per Share

“Basic earnings per share” is calculated based upon the weighted average number of common shares actually outstanding, and “diluted earnings per share” is calculated based upon the weighted average number of common shares outstanding and other dilutive securities.

Basic earnings per share is calculated based upon the weighted average number of common shares outstanding, and diluted earnings per share is calculated based upon the weighted average number of common shares outstanding and other dilutive securities.

The company’s potentially dilutive securities amounted to 524,000 , 471,000 and 509,000 for fiscal 2025, 2024 and 2023, respectively.

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During fiscal 2025, 2024 and 2023, the average market price of the company's common stock exceeded the exercise price of the Convertible Notes (as defined below) resulting in approximately 468,000 , 418,000 and 442,000 diluted common stock equivalents to be included in the diluted net earnings per share, respectively.

There have been no material conversions to date.

See Note 5, Financing Arrangements, in these Notes to the Consolidated Financial Statements for further details on the Convertible Notes.

All of the Convertible Notes were converted ahead of the Convertible Notes maturing on September 1, 2025 and the company settled the principal amount in cash and the excess conversion value by delivering 493,917 of its common stock, and the company exercised its rights under the Capped Call Transactions (as defined below) which resulted in the receipt of 472,432 shares of its common stock to be held in treasury.

See Note 5 to these Notes to the Consolidated Financial Statements for further details on the Convertible Notes and the Capped Call Transactions.

There were no anti-dilutive equity awards excluded from common stock equivalents for 2025, 2024 and 2023.

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Accounting Pronouncements - Recently Adopted

In March 2023, the FASB issued Accounting Standards Update ASU 2023-01, Leases (Topic 842):

Common Control Arrangements.

This ASU clarified the accounting for leasehold improvements for leases under common control.

The guidance is effective for the company beginning on January 1, 2024.

The company adopted this standard in the first quarter of 2024 and it did not have a material impact on its Consolidated Financial Statements and disclosures.

In November 2023, the FASB issued Accounting Standards Update ASU 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures, which expands annual and interim disclosure requirements for reportable segments, primarily through enhanced disclosures about significant segment expenses.

The company adopted this standard effective January 1, 2024 using a retrospective method.

For further information, refer to the Segments section in Note 10, "Segment Information."

Accounting Pronouncements - To be adopted

In December 2023, the FASB issued Accounting Standard Update ASU No.

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Improvements to Income Tax Disclosures, which expands the disclosures required in an entity’s income tax rate reconciliation table.

This ASU requires consistent categories and greater disaggregation of information presented in the effective tax rate reconciliation and requires disclosure of income taxes paid both domestic and foreign jurisdictions.

The guidance is effective for the company beginning on January 1, 2025 and is required to be applied prospectively, with retrospective application to prior periods allowed.

Early adoption is permitted.

The company is currently evaluating the impact the adoption of this guidance will have on its Consolidated Financial Statements and disclosures.

The company adopted this standard prospectively by providing the revised disclosures for the year ended January 3, 2026 and by providing pre-ASU disclosures for the prior periods.

These changes did not impact the company's Consolidated Financial Statements but provide additional information for users of the financial statements.

See Note 7 to these Notes to the Consolidated Financial Statements for further details.

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Accounting Pronouncements - To be adopted

In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures:

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Early adoption is permitted.

The company is currently evaluating the impact of the adoption of this standard.

The company is currently evaluating the impact of the adoption of this standard on its Consolidated Financial Statements and disclosures.

(4) REVENUE RECOGNITION

Revenue is recognized when the control of the promised goods or services are transferred to our customers, in an amount that reflects the consideration that we expect to receive in exchange for those goods or services.

A performance obligation is a promise in a contract to transfer a distinct good or service to the customer and represents the unit of account.

A performance obligation is a promise in a contract to transfer a distinct good or service to the customer.

A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied.

The company’s contracts can have multiple performance obligations or just a single performance obligation.

For contracts with multiple performance obligations, the contracts transaction price is allocated to each performance obligation using the company’s best estimate of the standalone selling price of each distinct good or service in the contract.

For contracts with multiple performance obligations, the contract’s transaction price is allocated to each performance obligation using the company’s best estimate of the standalone selling price of each distinct good or service in the contract.

Within the Commercial Foodservice Equipment, the estimated standalone selling price of equipment is based on observable prices.

Within the Food Processing Equipment Group, the company estimates the standalone selling price for equipment and services based on expected cost to manufacture the good or complete the service plus an appropriate profit margin.

The estimated standalone selling price of aftermarket parts is based on observable prices.

As the company's standard payment terms are less than one year, the company does not assess whether a contract has a significant financing component.

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These costs are recorded within selling, general and administrative expenses.

Within the Commercial Foodservice Equipment and Residential Foodservice Equipment Groups, the estimated standalone selling price of equipment is based on observable prices.

Within the Food Processing Equipment Group, the company estimates the standalone selling price based on expected cost to manufacture the good or complete the service plus an appropriate profit margin.

Control may pass to the customer over time or at a point in time.

In general, the Commercial Foodservice Equipment and Residential Foodservice Equipment Groups recognize revenue at the point in time control transfers to their customers based on contractual shipping terms.

In general, the Commercial Foodservice Equipment Group recognizes revenue at the point in time control transfers to their customers based on contractual shipping terms.

Revenue from equipment sold under our long-term contracts within the Food Processing Equipment group is recognized over time as the equipment is manufactured and assembled.

Equipment that is highly customized and for which we have a contractual, enforceable right to collect payment upon customer cancellation for performance completed to date qualifies for over time revenue recognition.

With control transferring over time, revenue is recognized based on the extent of progress towards completion of the performance obligation.

Installation services provided in connection with the delivery of the equipment are also generally recognized as those services are rendered.

Over time transfer of control is measured using an appropriate input measure (e.g., costs incurred or direct labor hours incurred in relation to total estimate).

The company generally uses the cost-to-cost input method of progress for its contracts because it best depicts the transfer of control to the customer that occurs as the company incurs costs.

Under the cost-to-cost input method, the extent of progress towards completion is measured based on the proportion of direct labor hours incurred to date to the total estimated direct labor hours at completion of the performance obligation.

The selection of the method to measure progress towards completion requires judgment.

These measures include forecasts based on the best information available and therefore reflect the company’s judgment to faithfully depict the transfer of the goods.

Revenue generated from standard equipment, contracts without an enforceable right to payment for performance completed to date, as well as aftermarket parts, are recognized at the point in time control transfers to the customer, which is typically based on contractual shipping terms.

Contract Estimates

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Profit on the equipment performance obligations is estimated as the difference between the total estimated revenue and expected costs to complete a contract.

Contract cost estimates are based on labor productivity and availability, the complexity of the work to be performed, the cost and availability of materials and labor, and the performance of subcontractors.

Contract cost estimates are based on anticipated labor and materials, and the performance of subcontractors.

The company does not disclose information about remaining performance obligations that have original expected durations of one year or less.

Contracts within the Commercial Foodservice and Residential Foodservice Equipment groups may contain variable consideration in the form of volume rebate programs.

The company has not recognized material favorable or unfavorable changes in estimates related to its contracts with customers in fiscal 2025, 2024, or 2023.

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Contracts within the Commercial Foodservice Equipment Group may contain variable consideration in the form of volume rebate programs.

The company’s estimate of variable consideration is based on its experience with similarly situated customers using the portfolio approach.

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We disaggregate our net sales by reportable operating segment and geographical location as we believe it best depicts how the nature, timing and uncertainty of our net sales and cash flows are affected by economic factors.

The following table summarizes our net sales by reportable operating segment and geographical location (in thousands):

Foodservice Food Processing Residential Kitchen Total

Twelve Months Ended December 28, 2024

The following table summarizes our net sales by reportable segment and geographical location (in thousands):

Commercial Foodservice Food Processing Total

United States and Canada $ 1,681,955 $ 477,877 $ 2,159,832

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Total $ 2,351,047 $ 850,155 $ 3,201,202

Twelve Months Ended December 30, 2023

United States and Canada $ 1,705,847 $ 447,918 $ 2,153,765

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Total $ 2,380,384 $ 769,855 $ 3,150,239

Twelve Months Ended December 31, 2022

United States and Canada $ 1,823,041 $ 484,688 $ 2,307,729

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Contract Balances

Contract assets primarily relate to the company's right to consideration for work completed but not billed at the reporting date and are recorded in prepaid expenses and other in the Consolidated Balance Sheet.

Payments on equipment contracts are typically due based on contractually stated milestones.

Contract assets primarily relate to the company’s right to consideration for work completed but not billed at the reporting date and are recorded in prepaid expenses and other in the Consolidated Balance Sheets.

Contract assets are transferred to receivables when the right to consideration becomes unconditional.

Changes in contract assets and contract liabilities associated with the timing of payments and status of over time revenue contracts are recorded in prepaid expenses and other assets and accrued expenses and other liabilities, respectively, within operating activities in the Consolidated Statements of Cash Flows.

Contract liabilities relate to advance consideration received from customers for which revenue has not been recognized.

Current contract liabilities are recorded in accrued expenses in the Consolidated Balance Sheet.

Non-current contract liabilities are recorded in other non-current liabilities in the Consolidated Balance Sheet.

Current contract liabilities are recorded in accrued expenses in the Consolidated Balance Sheets.

Non-current contract liabilities are recorded in other non-current liabilities in the Consolidated Balance Sheets.

Contract liabilities are reduced when the associated revenue from the contract is recognized.

The following table provides information about contract assets and contract liabilities from contracts with customers (in thousands):

December 28, 2024 December 30, 2023

Jan 3, 2026 Dec 28, 2024

Contract assets $ 57,039 $ 59,864

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Non-current contract liabilities 20,987 19,930

During the twelve months period ended December 28, 2024, the company reclassified $ 43.3 million to accounts receivable which was included in the contract asset balance at the beginning of the period.

During the twelve months period ended December 28, 2024, the company recognized revenue of $ 89.9 million which was included in the contract liability balance at

the beginning of the period.

Additions to contract liabilities representing amounts billed to clients in excess of revenue recognized to date were $ 72.5 million during the twelve months period ended December 28, 2024.

Additions to contract liabilities include $ 27.3 million related to companies acquired during the twelve months period ended December 28, 2024.

During fiscal 2025, the company reclassified $ 40.6 million to accounts receivable which was included in the contract asset balance at the beginning of the period and recognized revenue of $ 86.8 million which was included in the contract liability balance at the beginning of the period.

Additions to contract liabilities were $ 126.9 million during fiscal 2025, inclusive of

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$ 20.5 million related to companies acquired during fiscal 2025.

Substantially all of the company's outstanding performance obligations will be satisfied within 12 to 36 months.

There were no contract asset impairments during twelve months period ended December 28, 2024.

There were no contract asset impairments during fiscal 2025.

(5) FINANCING ARRANGEMENTS

(in thousands)

The following table provides information about the company's financing arrangements (in thousands):

Jan 3, 2026 Dec 28, 2024

Senior secured revolving credit line $ 698,500 $ —

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Credit Facility

On October 21, 2021, the company entered into an amended and restated five-year, $ 4.5 billion multi-currency senior secured credit agreement (the "Credit Facility") that amends and restates the company's pre-existing $ 3.1 billion credit facility which had an original maturity of January 31, 2025.

The Credit Facility consists of (i) a $ 1 billion term loan facility, (ii) a $ 750 million delayed draw term loan facility, and (iii) a $ 2.75 billion multi-currency revolving credit facility, with the potential under certain circumstances, to increase the amount of the credit facility by the greater of $ 625 million and 100 % of consolidated EBITDA for the most recently ended period of consecutive fiscal quarters (plus additional amounts, subject to compliance with a senior secured net leverage ratio), either by increasing the revolving commitment or by adding one or more revolver or term loan tranches.

The Credit Facility matures on October 21, 2026, with the potential to extend the maturity date in one-year increments with the consent of the extending lenders.

The term facility will amortize in equal quarterly installments due on the last day of each fiscal quarter, commencing with the first full fiscal quarter after October 21, 2021, in an aggregate amount equal to 2.50 % of the original aggregate principal amount of the term loan facility, with the balance, plus any accrued interest, due and payable on October 21, 2026.

The delayed draw term loan facility is available for borrowing within one year and will amortize in quarterly installments due on the last day of each fiscal quarter, commencing with the first full fiscal quarter after each delayed draw term loan borrowing in an amount equal to 0.625 % of the original aggregate principal amount of such borrowing, with the balance, plus any accrued interest, due and payable on October 21, 2026.

Fees associated with the amendment of the term loan facilities are recorded as a direct deduction from the related debt liability in the Consolidated Balance Sheets and amortized to interest expense over the term of the Credit Facility.

On August 11, 2022, the company borrowed $ 750.0 million against the delayed draw term facility as provided under the Credit Agreement.

On October 21, 2021, the company entered into an amended and restated five-year, $ 4.5 billion multi-currency senior secured credit agreement (the "Credit Facility") that amended and restated the company's pre-existing $ 3.1 billion credit facility.

The Credit Facility initially consisted of (i) a $ 1.0 billion term loan facility, (ii) a $ 750 million delayed draw term loan facility, and (iii) a $ 2.75 billion multi-currency revolving credit facility, with the potential under certain circumstances, to increase the amount of the Credit Facility by the greater of $ 625 million (increased to $ 850 million as part of the August 19, 2025 Credit Facility amendment, as described below) and 100 % of consolidated EBITDA for the most recently ended period of four consecutive fiscal quarters (plus additional amounts, subject to compliance with a senior secured net leverage ratio), either by increasing the revolving commitment or by adding one or more revolver or term loan tranches.

On August 11, 2022, the company borrowed $ 750 million against the delayed draw term facility as provided under the Credit Facility.

The funds were used to reduce outstanding borrowings under the revolver.

The delayed draw term loan amortizes in quarterly installments due on the last day of each fiscal quarter, and commenced on December 31, 2022, in an amount equal to 0.625 % of the principal drawn, with the balance, plus any accrued interest payable by October 21, 2026.

As of December 28, 2024, the company had $ 1.6 billion of borrowings outstanding under its credit facility (the "Credit Facility"), including $ 931.3 million outstanding under the term loan ($ 928.5 million , net of unamortized issuance fees) and $ 712.5 million outstanding under the delayed draw term loan.

The company also had $ 4.3 million in outstanding letters of credit as of December 28, 2024, which reduces the borrowing availability under the Credit Facility.

Remaining borrowing capacity under this facility was $ 2.7 billion at December 28, 2024.

At December 28, 2024, borrowings under the Credit Facility accrued interest at a rate of 1.375 % above the daily simple or term Secured Overnight Financing Rate (“SOFR”) per annum or 0.375 % above the highest of the prime rate, the federal funds rate plus 0.50 % and one month Term SOFR plus 1.00 %.

On August 19, 2025, the company and its lenders entered into an agreement to amend the Credit Facility which, among other things, extended the maturity date of the Credit Facility and made certain changes that, subject to the satisfaction of specified conditions, give the company and its subsidiaries the ability to consummate the company’s previously announced plan 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 the company's shareholders.

The company also repaid approximately $ 93 million and approximately $ 53 million of the outstanding principal of the term loan facility and delayed draw term loan facility, respectively, and the overall borrowing capacity of the multi-currency revolving credit facility was reduced to approximately $ 2.4 billion as part of the amendment.

There were no changes to borrowing rates or financial covenants as part of the amendment.

The Credit Facility matures on April 28, 2028, with the potential to extend the maturity date in one-year increments with the consent of the extending lenders.

The delayed draw term loan facility will amortize in quarterly installments due on the last day of each fiscal quarter, and commenced on December 31, 2022, in an amount equal to 0.625 % of the principal amount of such borrowing, with the balance, plus any accrued interest, due and payable on April 28, 2028.

As of January 3, 2026, the company had $ 2.1 billion of borrowings outstanding under the Credit Facility, including $ 807.3 million outstanding under the term loan ($ 805.1 million , net of unamortized issuance fees) and $ 637.1 million outstanding under the delayed draw term loan.

The company also had $ 4.5 million in outstanding letters of credit as of January 3, 2026, which reduces the borrowing availability under the Credit Facility.

Remaining borrowing capacity under this facility was $ 1.7 billion at January 3, 2026.

At January 3, 2026, borrowings under the Credit Facility accrued interest at a rate of 1.375 % above the daily simple or term Secured Overnight Financing Rate (“SOFR”) per annum or 0.375 % above the highest of the prime rate, the federal funds rate

Table of Cont ents

plus 0.50 % and one month Term SOFR plus 1.00 %.

The interest rates on borrowings under the Credit Facility may be adjusted quarterly based on the company’s Funded Debt less Unrestricted Cash to Pro Forma EBITDA (the “Leverage Ratio”) on a rolling four-quarter basis.

Additionally, a commitment fee based upon the Leverage Ratio is charged on the unused portion of the commitments under the Credit Facility.

As of December 28, 2024, borrowings under the Credit Facility accrued interest at a minimum of 1.375 % above SOFR and the variable unused commitment fee will be at a minimum of 0.20 %.

As of January 3, 2026, borrowings under the Credit Facility accrued interest at a minimum of 1.375 % above SOFR and the variable unused commitment fee will be at a minimum of 0.20 %.

Borrowings under the Credit Facility accrue interest at a minimum of 1.375 % above the daily simple SOFR or term SOFR for the applicable interest period (each of which includes a spread adjustment of 0.10 %).

The average interest rate per annum, inclusive of hedging instruments, on the debt under the Credit Facility was equal to 4.75 % at the end of the period and the variable commitment fee was equal to 0.20 % per annum as of December 28, 2024.

The term loan and delayed draw term loan facilities had an average interest rate per annum, inclusive of hedging instruments, of 4.75 % as of December 28, 2024.

In addition, the company has international credit facilities to fund working capital needs outside the United States.

At December 28, 2024, these foreign credit facilities amounted to $ 8.5 million in U.S.

The average interest rate per annum, inclusive of hedging instruments, on the debt under the Credit Facility was equal to 4.68 % at the end of the period and the variable commitment fee was equal to 0.20 % per annum as of January 3, 2026.

The term loan and delayed draw term loan facilities had an average interest rate per annum, inclusive of hedging instruments, of 4.41 % as of January 3, 2026.

On October 23, 2025, a foreign subsidiary of the Food Processing Equipment Group entered into a term loan with an initial principal amount of € 20.0 million, which matures on September 30, 2035 and will be repaid in equal quarterly installments beginning in the first quarter of 2026.

In addition, the company has other international credit facilities to fund working capital needs outside the United States.

At January 3, 2026, these foreign loans amounted to $ 32.3 million in U.S.

Dollars with a weighted average per annum interest rate of approximately 2.72 %.

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The carrying value and estimated aggregate fair value, a level 2 measurement, based primarily on market prices, of debt excluding the Convertible Notes is as follows (in thousands):

Dec 28, 2024 Dec 30, 2023

Jan 3, 2026 Dec 28, 2024

Carrying Value Fair Value Carrying Value Fair Value

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The company uses floating-to-fixed interest rate swap agreements to hedge variable interest rate risk associated with the Credit Facility.

At December 28, 2024, the company had outstanding floating-to-fixed interest rate swaps totaling $ 225.0 million notional amount carrying an average interest rate of 2.59 % maturing in less than 12 months and $ 470.0 million notional amount carrying an average interest rate of 1.22 % that mature in more than 12 months but less than 38 months.

At January 3, 2026, the company had outstanding floating-to-fixed interest rate swaps totaling $ 155.0 million notional amount carrying an average interest rate of 1.11 % maturing in less than 12 months and $ 315.0 million notional amount carrying an average interest rate of 1.28 % that mature in more than 12 months but less than 26 months.

The terms of the Credit Facility, as amended, limit the ability of the company and its subsidiaries to, with certain exceptions:

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and a change of control of the company.

At December 28, 2024, the company was in compliance with all covenants pursuant to its borrowing agreements.

At January 3, 2026, the company was in compliance with all covenants pursuant to its borrowing agreements.

The aggregate amount of debt payable during each of the next five years is as follows (in thousands):

2026 $ 44,420

2028 2,063,576

2030 and thereafter 17,761

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Convertible Notes

The following table summarizes the outstanding principal amount and carrying value of the Convertible Notes:

December 28, 2024 December 30, 2023

(in thousands)

Principal amounts:

On August 21, 2020, the company issued $ 747.5 million aggregate principal amount of 1.00 % Convertible Senior Notes due 2025 in a private offering pursuant to an indenture, dated August 21, 2020 (the "Indenture"), between the company and U.S.

Bank National Association, as trustee.

Interest was payable semi-annually in arrears on March 1 and September 1 of each year.

The company could settle the conversions of the Convertible Notes in cash, shares of the company's common stock or any combination thereof at its election.

The Convertible Notes were convertible based upon an initial conversion rate of 7.7746 shares of the company's common stock per $ 1,000 principal amount of the Convertible Notes, which was equivalent to an initial conversion price of approximately $ 128.62 per share of the company's common stock, subject to adjustment upon occurrence of certain specified events in accordance with the Indenture.

The Convertible Notes were general unsecured obligations of the company.

All of the Convertible Notes were converted ahead of the Convertible Notes maturing on September 1, 2025.

The company settled the principal amount in cash and the excess conversion value by delivering 493,917 shares of its common stock.

The shares of common stock delivered to settle the excess conversion value of the Convertible Notes were offset by shares received under the Capped Call Transactions described below.

The following table summarizes the outstanding principal amount and carrying value of the Convertible Notes (in thousands):

Principal $ 747,499

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Net carrying amount $ 745,074

The following table summarizes total interest expense recognized related to the Convertible Notes:

Twelve Months Ended

Dec 28, 2024 Dec 30, 2023 Dec 31, 2022

The following table summarizes total interest expense recognized related to the Convertible Notes (in thousands):

2025 2024 2023

Contractual interest expense $ 5,046 $ 7,433 $ 7,454

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Total interest expense $ 7,471 $ 11,006 $ 11,037

Bank National Association, as trustee.

The net proceeds from the sale of the Convertible Notes were approximately $ 729.9 million after deducting the initial purchasers' discounts and the offering expenses payable by the company.

In connection with the pricing of the Convertible Notes, the company entered into privately negotiated Capped Call Transactions (the "2020 Capped Call Transactions") and the company used the net proceeds of the offering of the Convertible Notes to pay the aggregate amount of $ 104.7 million for them.

The estimated fair value of the Convertible Notes was $ 844.7 million as of December 28, 2024 and was determined through consideration of quoted market prices.

The fair value is classified as Level 2, as defined in Note 3 (j), Fair Value Measurements , in these Notes to the Consolidated Financial Statements included in this Part II, Item 8 of this Annual Report on Form 10-K .

The if-converted value of the Convertible Notes exceeded their respective principal value by $ 46.2 million as of December 28, 2024.

The Convertible Notes are general unsecured obligations of the company.

The Convertible Notes rank senior in right of payment to any of the company’s future indebtedness that is expressly subordinated in right of payment to the Convertible Notes;

rank equal in right of payment to the company’s existing and future unsecured indebtedness that is not so subordinated;

are effectively subordinated in right of payment to any of the company’s secured indebtedness to the extent of the value of the assets securing such indebtedness;

and are structurally subordinated to all existing and future indebtedness and liabilities of the company’s subsidiaries.

The company initially separated the Convertible Notes into liability and equity components.

The equity component of the Convertible Notes of approximately $ 105.0 million was included in the additional paid-in capital and the resulting debt discount was being amortized to interest expense at an effective interest rate of 1.5 %.

In fiscal 2021, upon adoption of ASU 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging- Contracts in Entity's Own Equity (Subtopic 815-40):

Accounting for Convertible Instruments and Contracts in an Entity's Own Equity, the equity component was essentially reversed, increasing the liability and no longer requiring the company to recognize non-cash interest expense associated with the amortization of the debt discount.

The Convertible Notes were issued pursuant to the Indenture and bear interest semi-annually in arrears at a rate of 1.00 % per annum on March 1 and September 1 of each year.

The Convertible Notes are convertible based upon an initial conversion rate of 7.7746 shares of the company's common stock per $ 1,000 principal amount of the Convertible Notes, which is equivalent to an initial conversion price of approximately $ 128.62 per share of the company's common stock.

The conversion rate will be subject to adjustment upon occurrence of certain specified events in accordance with the Indenture but will not be adjusted for accrued and unpaid interest.

Additionally, in the event of a Fundamental Change (as defined in the Indenture), holders of the Convertible Notes may require the company to repurchase all or a portion of their Convertible Notes at a price equal to 100.0 % of the principal amount of Convertible Notes, plus any accrued and unpaid interest to, but excluding, the repurchase date.

Upon conversion, the company will pay cash up to the aggregate principal amount of the Convertible Notes to be converted and pay or deliver, as the case may be, cash, shares of common stock or a combination of cash and shares of common stock, at the company's election, in respect of the remainder, if any, of the company's conversion obligation in excess of the aggregate principal amount of the notes being converted.

At December 28, 2024, none of these conditions existed.

The Convertible Notes will mature on September 1, 2025 unless they are redeemed, repurchased or converted prior to such date in accordance with their terms.

Prior to the close of business on the business day immediately preceding June 1, 2025, the notes will be convertible at the option of the holders only under the following circumstances:

(1) during any fiscal quarter commencing after the fiscal quarter ending on January 2, 2021 (and only during such fiscal quarter), if the last reported sale price of the company's common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130.0 % of the conversion price for the Convertible Notes on each applicable trading day;

(2) during the five business day period after any ten consecutive trading day period in which the trading price per $ 1,000 principal amount of the Convertible Notes for each trading day of that ten consecutive trading day period was less than 98.0 % of the product of the last reported sale price of the company's common stock and the conversion rate of the Convertible Notes on each such trading day;

(3) if the company calls such Convertible Notes for redemption;

or (4) upon the occurrence of specified corporate events.

On or after June 1, 2025, the notes will be convertible at the option of the holders at any time until the close of business on the second scheduled trading day immediately preceding the maturity date.

Holders of the Convertible Notes who convert in connection with a Make-Whole Fundamental Change or during a Redemption Period (each as defined in the Indenture) will be, under certain circumstances, entitled to an increase in the conversion rate.

The company may settle the conversions of the Convertible Notes in cash, shares of the company's common stock or any combination thereof at its election.

The number of shares of the company's common stock issuable at the conversion price of $ 128.62 per share is expected to be 5.8 million shares.

However, the Capped Call Transactions are expected generally to reduce the potential dilution of the company's common stock upon any conversion of Convertible Notes and/or offset the cash payments the company is required to make in excess of the principal amount of the Notes.

Under the 2020 Capped Call Transactions, the number of shares of common stock issuable at the conversion price of $ 207.93 is expected to be 3.6 million shares.

Under the 2021 Capped Call Transactions, the number of shares of common stock issuable at the conversion prices of $ 216.50 and $ 225.00 is expected to be 3.5 million shares and 3.3 million shares, respectively.

Under the 2022 Capped Call Transactions, the number of shares of common stock issuable at the conversion price of $ 229.00 is expected to be 3.3 million shares.

As of December 28, 2024, one Convertible Note has been converted to date.

The company may redeem all or any portion of the Convertible Notes, at its option, on or after September 5, 2023 and prior to the 41st scheduled trading day immediately preceding the maturity date, at a redemption price equal to 100.0 % of the principal amount of the Convertible Notes to be redeemed, plus accrued and unpaid interest thereon, if the last reported sales price of the company's common stock has been at least 130.0 % of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which the company provides written notice of redemption.

The Indenture includes customary terms and covenants, including certain events of default after which the Convertible Notes may become due and payable immediately.

Capped Call Transactions

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On March 15, 2022, the company entered into an additional tranche of privately negotiated Capped Call Transactions (the "2022 Capped Call Transactions") in the amount of $ 9.7 million.

The 2020, 2021, and 2022 Capped Call Transactions (collectively, the "Capped Call Transactions") are expected generally to reduce the potential dilution and/or offset the cash payments the company is required to make in excess of the principal amount of the Convertible Notes upon conversion of the Convertible Notes in the event that the market price per share of the company's common stock is greater than the strike price of the Capped Call Transactions (which initially corresponds to the initial conversion price of the Convertible Notes and is subject to certain adjustments under the terms of the Capped Call Transactions), with such reduction and/or offset subject to a cap based on the cap price of the Capped Call Transactions.

The 2020 Capped Call Transactions have an initial cap price of $ 207.93 per share of the company's common stock.

The 2021 Capped Call Transactions have initial cap prices of $ 216.50 and $ 225.00 per share of the company's common stock.

The 2022 Capped Call Transactions have an initial cap price of $ 229.00 per share.

The Capped Call Transactions cover, initially, the number of shares of the company's common stock underlying the Convertible Notes, subject to anti-dilution adjustments substantially similar to those applicable to the Convertible Notes.

The Capped Call Transactions are separate transactions entered into by the company with the capped call counterparties, and are not part of the terms of the Convertible Notes and will not affect any holder's right under the Convertible Notes.

Holders of the Convertible Notes will not have any rights with respect to the Capped Call Transactions.

The Capped Call Transactions do not meet the criteria for separate accounting as a derivative as they are indexed to the company's stock.

The premiums paid of the Capped Call Transactions have been included as a net reduction to additional paid-in capital with stockholders' equity.

The aggregate amount of debt payable during each of the next five years is as follows (in thousands):

2026 1,600,151

2029 and thereafter 4,372

(1) The current year debt payable includes the maturities of the convertible notes.

The company exercised its rights under the Capped Call Transactions upon maturity of the Convertible Notes, which resulted in the receipt of 472,432 shares of its common stock to be held in treasury.

These transactions resulted in a $ 64.9 million increase in treasury stock, which was measured based on the fair market value of the shares received, offset by an equivalent increase in additional paid-in capital with no net impact to equity.

(6) COMMON AND PREFERRED STOCK

(a) Shares Authorized

At December 28, 2024 and December 30, 2023, the company had 95,000,000 authorized shares of common stock and 2,000,000 authorized shares of non-voting preferred stock.

At January 3, 2026 and December 28, 2024, the company had 95,000,000 authorized shares of common stock and 2,000,000 authorized shares of non-voting preferred stock.

(b) Treasury Stock

In November 2017, the company's Board of Directors approved a stock repurchase program authorizing the company to repurchase in the aggregate up to 2,500,000 shares of its outstanding common stock.

In May 2022 and July 2024, the company's Board of Directors approved the company to repurchase an additional 2,500,000 shares of its outstanding common stock under the current program.

In May 2022, July 2024 and May 2025, the company's Board of Directors approved the company to repurchase an additional 2,500,000 , 2,500,000 , and 7,500,000 shares of its outstanding common stock under the current program.

During 2024, the company repurchased 117,526 shares of its common stock under the program for $ 16.4 million, including applicable commissions, which represented an average price of $ 139.39 .

During 2025, the company repurchased 4,911,050 shares of its common stock under the program for $ 709.6 million, including applicable commissions, which represented an average price of $ 144.50 .

As of December 28, 2024, 3,233,890 shares had been purchased under the 2017 stock repurchase program and 4,266,110 remain authorized for repurchase.

As of January 3, 2026, 8,144,940 shares had been purchased under the 2017 stock repurchase program and 6,855,060 remain authorized for repurchase.

Table of Cont ents

The company also treats shares withheld for tax purposes on behalf of employees in connection with the vesting of restricted share grants as common stock repurchases because they reduce the number of shares that would have been issued upon vesting.

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On May 10, 2021, the 2021 Stock Incentive Plan (the "2021 Plan") was approved, which included a maximum amount of 1,350,000 shares allowed to be awarded plus the shares remaining for future grants under the 2011 Stock Incentive Plan (the "2011 Plan") as of the approval date and any shares outstanding that are subsequently forfeited or expired.

Thus, no further shares are available to grant under the 2011 Plan and the maximum amount of shares available for future grants under the 2021 Plan as of December 28, 2024 is 372,167 .

Thus, no further shares are available to grant under the 2011 Plan and the maximum amount of shares available for future grants under the 2021 Plan as of January 3, 2026 is 292,453 .

Non-cash share-based compensation of $ 13.5 million, $ 31.9 million and $ 45.2 million was recognized for fiscal 2025, 2024 and 2023, respectively, associated with restricted share grants and restricted stock units.

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The fair value of restricted share grants represents the closing share price of the company's stock as of the date of the grant and is recognized over the vesting period of the awards.

The weighted average grant date fair value was $ 136.13 and $ 188.31 per share for restricted share grants in fiscal 2023 and 2022 respectively, which represents the closing share price of the company’s stock as of the date of grant.

The approximate fair value of restricted shares vested were $ 0.3 million, $ 0.6 million, $ 29.1 million for fiscal 2024, 2023 and 2022, respectively.

A summary of the company’s nonvested restricted share grant activity and their corresponding fair value on the date of grant for fiscal year ended December 28, 2024 is as follows:

Shares Weighted Average

Nonvested shares at December 30, 2023 2,080 136.13

Vested ( 2,080 ) 150.73

Forfeited — —

Nonvested shares at December 28, 2024 — —

The weighted average grant date fair value was $ 136.13 per share for restricted share grants in fiscal 2023 which represents the closing share price of the company’s stock as of the date of grant.

The approximate fair value of restricted shares vested were $ 0.3 million and $ 0.6 million for fiscal 2024 and 2023, respectively.

As of December 28, 2024, all compensation cost related to nonvested restricted share grant compensation arrangements were recognized and there are no additional nonvested shares.

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Compensation expense is recognized over the performance measurement period of the units in accordance with ASC 718 Stock Compensation for awards with market and performance vesting conditions.

The company accounts for forfeitures as they occur.

Time vesting units vest equally over two or three years and performance units vest based on achievement of certain company performance criteria over the two or three year period, as set forth in the grant agreement ranging from 0 to 200% of the target shares granted.

1 unchanged sentence

The approximate fair value of restricted stock units vested were $ 31.9 million for fiscal 2025.

A summary of the company’s nonvested restricted stock unit activity at target shares and their corresponding fair value on the date of grant for fiscal year ended December 28, 2024 is as follows:

Units Weighted Average

A summary of the company’s nonvested restricted stock unit activity at target shares and their corresponding fair value on the date of grant for fiscal year ended January 3, 2026 is as follows:

Units Weighted Average Grant-Date Fair Value

Nonvested shares at December 28, 2024 697,678 149.80

2 unchanged sentences

Forfeited ( 7,803 ) 140.38

Nonvested shares at December 28, 2024 697,678 149.80

As of December 28, 2024, there was $ 48.0 million of total unrecognized compensation cost related to nonvested restricted stock unit compensation arrangements, if all performance conditions are achieved as estimated.

Nonvested shares at January 3, 2026 732,203 156.02

As of January 3, 2026, there was $ 64.2 million of total unrecognized compensation cost related to nonvested restricted stock unit compensation arrangements, if all performance conditions are achieved as estimated.

The remaining weighted average life is 1.9 years .

Table of Cont ents

(7) INCOME TAXES

13 unchanged sentences

Total $ 115,008 $ 145,119 $ 123,076

The r econciliation of the differences between income taxes computed at the federal statutory rate to the effective rate were as follows:

2024 2023 2022

The reconciliation of the differences between income taxes computed at the federal statutory rate to the effective rate were as follows (dollars in thousands):

Provision for income taxes at the U.S.

federal statutory tax rate $ 101,278 21.0 %

State taxes, net of federal benefit 3.1 3.1 3.3

Permanent differences 0.6 0.6 0.9

Foreign income tax rate at rates other than U.S.

statutory 1.4 0.2 0.2

Deferred tax changes — — —

Change in valuation allowances 0.2 — —

Tax on unremitted earnings 0.7 0.4 0.3

Federal Refund — — —

Internal restructuring — — ( 2.3 )

State and local taxes, net of federal benefit (1)

Nontaxable or nondeductible items 3,779 0.8

Foreign tax effects:

Italy 2,133 0.4

Other 2,531 0.5

Consolidated effective tax 25.8 % 22.8 % 22.7 %

(1) Net of changes in related tax attributes.

Effect of change in tax laws or rates — —

Tax credits and incentives ( 6,707 ) ( 1.4 )

Changes in valuation allowances — —

Changes in unrecognized tax benefits 317 0.1

Other items ( 3,358 ) ( 0.7 )

Provision for income taxes and effective tax rate $ 115,008 23.8 %

(1) State taxes in Illinois, California, Texas and Tennessee made up the majority of this category.

Table of Cont ents

The reconciliation of the differences between income taxes computed at the federal statutory rate to the effective rate were as follows for fiscal 2024 and 2023:

federal statutory tax rate 21.0 % 21.0 %

State and local taxes, net of federal benefit 3.1 3.4

Nontaxable or nondeductible items 0.7 0.6

Foreign income taxes at rates other than U.S.

federal statutory tax rate 1.6 0.2

Tax credits and incentives ( 1.4 ) ( 2.0 )

Changes in valuation allowances 0.2 —

Changes in unrecognized tax benefits ( 0.7 ) 0.3

Other items 1.1 ( 0.5 )

Effective tax rate 25.6 % 23.0 %

A tax provision of $ 115.0 million, at an effective rate of 23.8 %, was recorded for fiscal 2025 as compared to $ 145.1 million at an effective rate of 25.6 %, in fiscal 2024.

The fiscal 2024 tax provision includes a $ 3.6 million tax expense for the finalization of the 2023 tax returns as compared to the fiscal 2023 provision that included a net tax benefit of $ 7.0 million for the finalization of the 2022 tax returns.

The effective rates in 2025 and 2024 were higher than the federal tax rate of 21.0 % primarily due to state taxes and foreign tax rate differentials.

At December 28, 2024 and December 30, 2023, the company had recorded the following deferred tax assets and liabilities (in thousands):

Cash taxes paid, net of refunds, by jurisdiction were as follows (in thousands):

Federal $ 26,249

State and local 5,680

Germany 3,380

Cash taxes paid, net of refunds $ 79,110

Table of Cont ents

The company's deferred tax assets and liabilities consisted of the following (in thousands):

Jan 3, 2026 Dec 28, 2024

Deferred tax assets:

Compensation related $ 21,219 $ 20,421

Pension and post-retirement benefits 489 1,435

Inventory reserves 29,509 26,298

18 unchanged sentences

Deferred tax liabilities $ ( 323,036 ) $ ( 328,972 )

Net deferred tax assets (liabilities) $ ( 245,781 ) $ ( 208,198 )

Net deferred tax liabilities $ ( 148,514 ) $ ( 144,933 )

Long-term deferred asset $ 8,209 $ 6,281

Long-term deferred liability ( 156,723 ) ( 151,214 )

Net deferred tax assets (liabilities) $ ( 245,781 ) $ ( 208,198 )

The company has recorded tax reserves on undistributed foreign earnings not permanently reinvested of $ 15.0 million and $ 12.0 million at December 28, 2024 and December 30, 2023, respectively.

No further provisions were made for income taxes that may result from future remittances of undistributed earnings of foreign subsidiaries that are determined to be permanently reinvested, which were $ 815.0 million on December 28, 2024.

Determination of the total amount of unrecognized deferred income taxes on undistributed earnings net of foreign subsidiaries is not practicable.

The company has a deferred tax asset on net operating loss carryforwards totaling $ 12.0 million as of December 28, 2024.

Net deferred tax liabilities $ ( 148,514 ) $ ( 144,933 )

The company has recorded tax reserves on undistributed foreign earnings not permanently reinvested of $ 10.3 million and $ 15.0 million at January 3, 2026 and December 28, 2024, respectively.

No further provisions were made for income taxes that may result from future remittances of undistributed earnings of foreign subsidiaries that are determined to be permanently reinvested.

The company has a deferred tax asset on net operating loss carryforwards totaling $ 7.4 million as of January 3, 2026.

These net operating losses are available to reduce future taxable earnings of certain domestic and foreign subsidiaries.

2 unchanged sentences

Of these carryforwards, $ 6.0 million are subject to full valuation allowance.

As of December 28, 2024, the total amount of liability for unrecognized tax benefits related to federal, state and foreign taxes was approximately $ 29.6 million (of which $ 29.6 million would impact the effective tax rate if recognized) plus approximately $ 10.0 million of accrued interest and $ 6.7 million of penalties.

As of January 3, 2026, the total amount of liability for unrecognized tax benefits related to federal, state and foreign taxes was approximately $ 30.1 million (of which $ 30.1 million would impact the effective tax rate if recognized) plus approximately $ 10.6 million of accrued interest and $ 7.1 million of penalties.

The company recognizes interest and penalties accrued related to unrecognized tax benefits in income tax expense.

Interest recognized in fiscal years 2025, 2024 and 2023 was $ 0.6 million, $ 0.6 million and $ 1.4 million, respectively.

Penalties recognized in fiscal years 2024, 2023 and 2022 were $( 0.3 ) million, $ 0.0 million and $ 0.2 million, respectively.

The following table summarizes the activity related to the unrecognized tax benefits for the fiscal years ended December 31, 2022, December 30, 2023 and December 28, 2024 (in thousands):

Penalties recognized in fiscal years 2025, 2024 and 2023 were $ 0.4 million, $( 0.3 ) million and nil , respectively.

Table of Cont ents

The following table summarizes the activity related to the unrecognized tax benefits for the fiscal years ended December 30, 2023, December 28, 2024 and January 3, 2026 (in thousands):

Balance at December 30, 2023 $ 33,922

Increases to current year tax positions 3,689

Settlements ( 639 )

Lapse of statute of limitations ( 7,421 )

1 unchanged sentence

Increases to current year tax positions 3,542

Settlements (639)

Lapse of statute of limitations ( 3,023 )

Balance as of December 28, 2024 $ 29,551

Balance as of January 3, 2026 $ 30,070

The company believes that it is reasonably possible that $ 5.3 million of its remaining unrecognized tax benefits may be recognized by the end of 2026 as a result of settlements with taxing authorities or lapses of statutes of limitations.

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If a derivative does qualify, changes in the fair value will either be offset against the change in the fair value of the hedged assets, liabilities or firm commitments or recognized in other accumulated comprehensive income until the hedged item is recognized in earnings.

(a) Foreign Exchange

Foreign Exchange

The company periodically enters into derivative instruments, principally forward contracts to reduce exposures pertaining to fluctuations in foreign exchange rates.

The notional amount of foreign currency contracts outstanding was $ 239.3 million and $ 253.1 million as of December 28, 2024 and December 30, 2023, respectively.

The notional amount of foreign currency contracts outstanding was $ 120.9 million and $ 239.3 million as of January 3, 2026 and December 28, 2024, respectively.

The fair value of these forward contracts was an unrealized loss of $ 0.8 million at the end of the year.

(b) Interest Rate

Interest Rate

The company has entered into interest rate swaps to fix the interest rate applicable to certain of its variable-rate debt.

Prior to July 1, 2023, the company amended its Credit Facility and the existing interest rate swap agreements to transition the interest reference rate from one-month LIBOR to one-month SOFR.

There were no other changes to the company's Credit Facility or timing of cash flows.

Prior to July 1, 2023, the company amended the Credit Facility and the existing interest rate swap agreements to transition the interest reference rate from one-month LIBOR to one-month SOFR.

The amendment was entered into because the LIBOR rate historically used was no longer published after June 30, 2023.

1 unchanged sentence

The company has designated these swaps as cash flow hedges and all changes in fair value of the swaps are recognized in accumulated other comprehensive income.

The fair value of these instruments was an asset of $ 30.0 million and $ 42.8 million as of December 28, 2024 and December 30, 2023, respectively.

The fair value of these instruments was an asset of $ 11.2 million and $ 30.0 million as of January 3, 2026 and December 28, 2024, respectively.

The change in fair value of these swap agreements in 2025 was a loss of $ 14.3 million, net of taxes.

A summary of the company’s interest rate swaps is as follows (in thousands):

Twelve Months Ended

Location Dec 28, 2024 Dec 30, 2023

Fair value Prepaid expenses $ 1,986 $ 2,897

Fair value Other assets $ 27,966 $ 39,882

Amount of gain/(loss) recognized in other comprehensive income Other comprehensive income $ 14,377 $ 10,015

Gain/(loss) reclassified from accumulated other comprehensive income (effective portion) Interest expense $ 27,204 $ 32,221

The following summarizes the fair value of interest rate swaps (in thousands):

Consolidated Balance Sheets Location Jan 3, 2026 Dec 28, 2024

Prepaid expenses and other $ 1,516 $ 1,986

Other assets 9,714 27,966

Table of Cont ents

The following summarizes the impact on earnings from interest rate swaps (in thousands):

Location 2025 2024 2023

Amount of (loss)/gain recognized in other comprehensive income Other comprehensive income/(loss) $ ( 2,007 ) $ 14,377 $ 10,015

Gain reclassified from accumulated other comprehensive income (effective portion) Interest expense and deferred financing amortization, net 16,715 27,204 32,221

Interest rate swaps are subject to default risk to the extent the counterparty is unable to satisfy its settlement obligations under the interest rate swap agreements.

2 unchanged sentences

(9) LEASE COMMITMENTS

Accounting Policy

At the commencement date of a lease, the company recognizes a liability to make lease payments and an asset representing the right to use the underlying asset during the lease term.

The lease liability is measured at the present value of lease payments over the lease term, including variable fees that are known or subject to a minimum floor.

The lease liability is measured at the present value of lease payments over the lease term, including variable lease payments that are determined to be probable.

The lease liability includes lease component fees, while non-lease component fees are expensed as incurred for all asset classes.

The company's lease terms include options to extend or terminate the lease when it is reasonably certain that we will exercise that option.

The company includes options to extend or terminate a lease in the lease term when it is reasonably certain that we will exercise that option.

When a contract excludes an implicit rate, the company utilizes an incremental borrowing rate based on information available at the lease commencement date including lease term and geographic region.

The initial valuation of the right-of-use (“ROU”) asset includes the initial measurement of the lease liability, lease payments made in advance of the lease commencement date and

initial direct costs incurred by the company and excludes lease incentives.

Operating lease ROU assets are included in other assets and operating lease liabilities are included in accrued expenses and other non-current liabilities.

The initial valuation of the right-of-use (“ROU”) asset includes the initial measurement of the lease liability, lease payments made in advance of the lease commencement date and initial direct costs incurred by the company and excludes lease incentives.

Leases with an initial term of 12 months or less are classified as short-term leases and are not recorded on the Consolidated Balance Sheets.

1 unchanged sentence

The company leases warehouse space, office facilities and equipment under operating leases.

The company had operating lease costs of $ 39.3 million, $ 39.6 million and $ 35.7 million in fiscal 2024, 2023 and 2022 respectively, including short-term lease expense and variable lease costs, which were immaterial in the year.

Leases (in thousands) December 28, 2024 December 30, 2023

The company had operating lease costs of $ 27.7 million, $ 26.2 million and $ 24.5 million in fiscal 2025, 2024 and 2023 respectively, including short-term lease expense and variable lease costs, which were not material.

The following table provides information about the company's operating leases (in thousands):

Jan 3, 2026 Dec 28, 2024

Operating lease right-of-use assets:

3 unchanged sentences

Other non-current liabilities 94,257 67,478

Total Liability $ 125,980 $ 113,967

Total Lease Commitments (in thousands) Operating Leases

Total operating lease liabilities $ 113,779 $ 85,307

Future operating lease payments for each of the next five years is as follows (in thousands):

2026 $ 24,010

1 unchanged sentence

Total future lease commitments 133,597

Less imputed interest 16,098

Total $ 125,980

Other Lease Information (in thousands, except lease term and discount rate) Twelve Months Ended December 28, 2024 Twelve Months Ended December 30, 2023

Imputed interest 19,818

Present value of operating lease liabilities $ 113,779

Table of Cont ents

Other information related to the company's operating leases is as follows (dollars in thousands):

2025 2024 2023

Supplemental cash flow information:

2 unchanged sentences

Right-of-use assets obtained in exchange for lease obligations 20,608 15,958 10,623

Operating leases $ 21,305 $ 28,524

December 28, 2024 December 30, 2023

Weighted-average remaining lease terms - Operating 5.7 years 5.2 years

Weighted-average discount rate - Operating 4.3 % 3.6 %

Jan 3, 2026 Dec 28, 2024

Weighted-average remaining lease term 7.1 years 6.2 years

Weighted-average discount rate 4.5 % 4.1 %

(10) SEGMENT INFORMATION

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In performing this responsibility, the CODM regularly reviews key internal management reports, financial information including forecasts, and quarterly results, which are prepared at the operating segment level.

In accordance with ASC 280-10, Segment Reporting , the company operates in three reportable operating segments defined by management reporting structure and operating activities.

In accordance with ASC 280-10, Segment Reporting , the company operates in two reportable operating segments defined by management reporting structure and operating activities.

The company’s reportable segments are:

(i) the Commercial Foodservice Equipment Group, (ii) the Food Processing Equipment Group, and (iii) the Residential Kitchen Equipment Group.

(i) Commercial Foodservice Equipment Group:

Manufactures, sells, and distributes foodservice equipment for the restaurant and institutional kitchen industry

(ii) Food Processing Equipment Group:

Manufactures preparation, cooking, packaging food handling and food safety equipment for the food processing industry

Adjusted EBITDA is the profitability metric reported to the CODM for purposes of making decisions about allocation of resources to each segment and assessing performance of each segment.

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The accounting policies of the segments are the same as those described in the summary of significant accounting policies.

Additional detail about each of the reportable segments and its corporate income and expenses is set forth below:

The Commercial Foodservice Equipment Group manufactures, sells, and distributes foodservice equipment for the restaurant and institutional kitchen industry.

The Food Processing Equipment Group manufactures preparation, cooking, packaging food handling and food safety equipment for the food processing industry.

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

The following table summarizes the results of operations for the company’s business segments (1) (dollars in thousands):

Foodservice Food

Processing Residential Kitchen Corporate

and Other (2)

Table of Cont ents

The following table summarizes the results of operations for the company’s business segments (1) (in thousands):

Commercial Foodservice Food Processing Corporate and Other (2)

Net sales $ 2,351,047 $ 850,155 $ — $ 3,201,202

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Non-operating expenses consist of interest expense and deferred financing amortization, foreign exchange gains and losses and other income and expense items outside of income from operations.

(2) Includes corporate and other general company assets and operations.

(2) Includes corporate and other general company assets and operations and assets held for sale - discontinued operations.

(3) Other segment items for each reportable segment includes operating expenses, which primarily consists of selling, general and administrative expenses.

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(7) Includes amortization of deferred financing costs and Convertible Notes issuance costs.

(8) Long-lived assets consist of property, plant and equipment, long-term deferred tax assets and other assets.

A reconciliation of our segment information for earnings before income taxes to the corresponding amounts in the Consolidated Statements of Earnings is shown in the table below for the periods presented:

(8) Long-lived assets consist of property, plant and equipment, long-term deferred tax assets, pension benefit assets, other assets and non-current assets held for sale - discontinued operations.

Table of Cont ents

A reconciliation of Adjusted EBITDA to net earnings from continuing operations is as follows (in thousands):

2025 2024 2023

2 unchanged sentences

144,599 147,779 151,358

Income from operations 656,188 634,868 639,604

Income from continuing operations 574,891 644,123 652,427

Interest expense and deferred financing amortization, net 93,828 93,356 121,129

Net periodic pension benefit (other than service cost & curtailment) ( 6,294 ) ( 14,872 ) ( 9,040 )

Other expense, net 1,536 4,213 28,893

Earnings before income taxes 577,320 519,378 564,415

Other expense/(income), net 5,082 ( 458 ) 4,258

Earnings from continuing operations before income taxes 482,275 566,097 536,080

Provision for income taxes 115,008 145,119 123,076

Net earnings $ 428,433 $ 400,882 $ 436,569

Net earnings from continuing operations $ 367,267 $ 420,978 $ 413,004

(1) Consists of the impact of depreciation, intangible amortization, restructuring, impairments, stock compensation and other items that neither relate to the ordinary course of the company’s business nor reflect the company’s underlying business performance.

Geographic Information

Long-lived assets, not including goodwill and other intangibles (in thousands):

2024 2023 2022

Long-lived assets, excluding goodwill and other intangibles, is as follows (in thousands):

Jan 3, 2026 Dec 28, 2024

United States and Canada $ 407,979 $ 395,448

3 unchanged sentences

Total International 303,703 232,778

$ 823,849 $ 761,447 $ 662,804

Total long-lived assets - continuing operations 711,682 628,226

Non-current assets held for sale - discontinued operations — 1,480,820

Total long-lived assets $ 711,682 $ 2,109,046

(11) EMPLOYEE RETIREMENT PLANS

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Benefits are determined based upon retirement age and years of service with the company.

This defined benefit plan was frozen on April 30,

2010 and no further benefits accrue to the participants beyond this date.

This defined benefit plan was frozen on April 30, 2010 and no further benefits accrue to the participants beyond this date.

Plan participants will receive or continue to receive payments for benefits earned on or prior to April 30, 2010 upon reaching retirement age.

The company maintains several pension plans related to AGA and its subsidiaries (collectively, the "AGA Group"), the most significant being the Aga Rangemaster Group Pension Scheme in the United Kingdom.

Membership in the plan on a defined benefit basis of pension provision was closed to new entrants in 2001.

The plan became open to new entrants on a defined contribution basis of pension provision in 2002 but was generally closed to new entrants on this basis during 2014.

The company maintains a defined benefit plan in the United Kingdom related to the Aga Rangemaster Group (the Aga Rangemaster Group Pension Scheme).

Membership in the plan on a defined benefit basis was closed to new entrants in 2001.

Table of Cont ents

The plan became open to new entrants on a defined contribution basis in 2002 but closed to new entrants during 2014.

In December 2020, it was agreed that the Group Pension Scheme will be closed to future pension accruals effective April 5, 2021.

The other, much smaller, defined benefit pension plans operating within the AGA Group cover employees in France and the United Kingdom.

All pension plan assets are held in separate trust funds although the net defined benefit pension obligations are included in the company's consolidated balance sheet.

All pension plan assets are held in separate trust funds although the net defined benefit pension obligations are included in the company's Consolidated Balance Sheets.

A summary of the plans’ net periodic pension cost, benefit obligations, funded status, and net balance sheet position is as follows (dollars in thousands):

Fiscal 2024 Fiscal 2023

Plans Non-U.S.

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Amortization of prior service cost — 2,715 — 2,637

$ 622 $ ( 15,519 ) $ 862 $ ( 9,933 )

Total net periodic pension cost/(benefit) $ 430 $ ( 6,724 ) $ 622 $ ( 15,494 )

Change in Benefit Obligation:

13 unchanged sentences

Funded Status $ ( 7,629 ) $ 106,444 $ ( 9,573 ) $ 90,391

Unfunded benefit obligation $ ( 9,573 ) $ 91,207 $ ( 11,908 ) $ 38,315

Amounts recognized in balance sheet at year end:

Accrued pension benefits $ ( 9,573 ) $ 91,207 $ ( 11,908 ) $ 38,315

Fiscal 2024 Fiscal 2023

Pension benefit assets/(accrued pension benefits) $ ( 7,629 ) $ 106,444 $ ( 9,573 ) $ 90,391

Table of Cont ents

Plans Non-U.S.

Pre-tax components in accumulated other comprehensive income at period end:

Net actuarial loss $ 297 $ 64,371 $ 2,011 $ 103,705

Pre-tax components recognized in other comprehensive income for the period:

Pre-tax components in accumulated other comprehensive loss at period end:

Net actuarial (gain)/loss $ ( 891 ) $ 62,335 $ 297 $ 61,082

Pre-tax components recognized in other comprehensive income/(loss) for the period:

Current year actuarial (gain)/loss $ ( 1,136 ) $ 688 $ ( 1,432 ) $ ( 36,035 )

Actuarial loss recognized ( 281 ) ( 205 ) ( 420 ) ( 150 )

Actuarial (loss)/gain recognized ( 51 ) 788 ( 281 ) ( 153 )

Prior service cost recognized — ( 223 ) — ( 3,078 )

1 unchanged sentence

Accumulated Benefit Obligation $ 25,398 $ 893,774 $ 25,581 $ 855,777

Salary growth rate n/a 0.8 % n/a 0.8 %

Assumed discount rate 5.2 % 5.6 % 5.4 % 5.5 %

11 unchanged sentences

Other (real estate investment trusts & commodities contracts) 8.0 9.0 8.0

100 % 100 % 100 %

Target Allocation Percentage of Plan Assets

Total 100.0 % 100.0 % 100.0 %

Equity 16.8 % 13.2 % 7.3 %

3 unchanged sentences

Cash and cash equivalents — 6.0 6.0

100 % 100 % 100 %

Total 100.0 % 100.0 % 100.0 %

Table of Cont ents

In accordance with ASC 820 Fair Value Measurements and Disclosures , the company has measured its defined benefit pension plans at fair value.

In accordance with ASU 2015-04, "Practical Expedient for the Measurement Date of an Employer's Defined Benefit Obligation and Plan Assets", the company has elected to measure the pension plan assets and obligations as of the calendar month end closest to the fiscal year end.

The following tables summarize the basis used to measure the pension plans’ assets at fair value as of December 28, 2024 and December 30, 2023 (in thousands):

Fiscal 2024 Fiscal 2023

Asset Category Total Quoted Prices in Active Markets for Identical Assets (Level 1) Net Asset Value Total Quoted Prices in Active Markets for Identical Assets (Level 1) Net Asset Value

Short Term Investment Fund (a) $ 414 $ — $ 414 $ 920 $ — $ 920

The following tables summarize the basis used to measure the pension plans’ assets at fair value, by asset category, as of January 3, 2026 and December 28, 2024 (in thousands):

Total Quoted Prices in Active Markets for Identical Assets

(Level 1) Net Asset Value Total Quoted Prices in Active Markets for Identical Assets

(Level 1) Net Asset Value

Short Term Investment Fund (1)

$ 1,024 $ — $ 1,024 $ 414 $ — $ 414

Equity Securities:

10 unchanged sentences

Total $ 17,769 $ 16,745 $ 1,024 $ 16,008 $ 15,594 $ 414

(a) Represents collective short term investment fund, composed of high-grade money market instruments with short maturities.

Asset Category Total Quoted Prices

(Level 1) Significant

(Level 2) Significant

(1) Represents collective short term investment fund, composed of high-grade money market instruments with short maturities.

Table of Cont ents

Total Quoted Prices in Active Markets for Identical Assets

(Level 1) Significant Observable Inputs

(Level 2) Net Asset Value

17 unchanged sentences

Total $ 1,000,218 $ 296,381 $ 634,378 $ 69,459

Asset Category Total Quoted Prices

(Level 1) Significant

(Level 2) Significant

Table of Cont ents

Total Quoted Prices in Active Markets for Identical Assets

(Level 1) Significant Observable Inputs

(Level 2) Net Asset Value

12 unchanged sentences

Other 315 — — 315

Convertible Bonds

Direct 92,388 — 92,388 —

Indirect 3,150 — — 3,150

Hedge Fund Strategy:

Equity Long/Short 8,361 — — — 8,361

Arbitrage & Event 10,731 — — — 10,731

Directional Trading & Fixed Income 315 — — — 315

Cash & Other 162,812 — — — 162,812

Direct Sourcing 913 — — — 913

Leveraged Loans 28,292 — — 28,292

5 unchanged sentences

The expected return on assets is developed in consideration of the anticipated duration of investment period for assets held by the plan, the allocation of assets in the plan, and the historical returns for plan assets.

Estimated future benefit payments under the plans are as follows (dollars in thousands):

Estimated future benefit payments under the plans are as follows (in thousands):

Plans Non-U.S.

4 unchanged sentences

2030 through 2035 11,229 379,391

The expected contributions to the U.S.

Plans to be made in 2025 is $ 0.6 million.

For the Non-U.S.

Plans, the expected contribution is nil in 2025.

The contributions expected to be made in 2026 are $ 0.5 million for the U.S.

Plans and nil for the Non-U.S.

(b) Defined Contribution Plans

As of December 28, 2024, the company maintained two separate defined contribution 401(k) savings plans covering all employees in the United States.

As of January 3, 2026, the company maintained two separate defined contribution 401(k) savings plans covering all employees in the United States.

These two plans separately cover the union employees at the Elgin, Illinois facility and all other remaining union and non-union employees in the United States.

The company also maintained defined contribution plans for its UK based employees.

(12) RESTRUCTURING AND ACQUISITION INTEGRATION INITIATIVES

Residential Kitchen Equipment Group:

During fiscal years 2024 and 2023, the company initiated cost reduction initiatives related to the Residential Kitchen Equipment Group including headcount reductions and facility consolidations.

These actions resulted in expenses of $ 5.9 million and $ 9.4 million, in the twelve months ended December 28, 2024 and December 30, 2023, respectively.

These actions are reflected in the restructuring expenses in the Consolidated Statements of Earnings.

The primary realization of cost savings from the restructuring initiatives began in 2023 with cumulative expected annual savings of approximately $ 28.0 million.

At December 28, 2024, the restructuring obligations accrued for these initiatives are immaterial and will be substantially complete by the end of fiscal year 2025.

The restructuring expenses for the other segments of the company were not material during fiscal years 2024, 2023 and 2022.

(13) SUBSEQUENT EVENTS

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.

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

federal income tax purposes.

There can be no assurance that any separation transaction will ultimately occur or, if one does occur, of its terms or timing.

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(12) DISCONTINUED OPERATIONS AND ASSETS HELD FOR SALE

As discussed in Note 1 to these Notes to the Consolidated Financial Statements, the Residential Kitchen Equipment Group’s financial results are reflected in the Consolidated Statements of Earnings and Consolidated Statements of Cash Flows as discontinued operations.

Upon classification as held for sale during the fourth quarter of 2025, the company recognized a loss of $ 62.8 million within Earnings from discontinued operations, net of tax in the Consolidated Statements of Earnings to adjust the carrying value of the disposal group to fair value less cost to sell.

The fair value of the disposal group was estimated using the expected sale price as negotiated with the third party buyer.

Upon classification as held for sale, the company also ceased depreciating and amortizing long-lived assets within the disposal group, which primarily included property, plant and equipment, intangible assets, and operating lease right-of-use assets.

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 .

In addition to the retained equity interest, the company will have continuing involvement with the Residential Kitchen Equipment Group through various commercial arrangements, pursuant to which the company will provide certain engineering, manufacturing, distribution, and sales channel support to the joint venture on a transitional basis for initial periods of up to three years from the closing date of the transaction, with certain commercial arrangements automatically renewing for one-year terms until terminated.

The company will also provide certain post-closing information technology, finance, tax, human resources, treasury, legal and supply chain services on a transitional basis for periods, generally up to 12 months from the closing date of the transaction (although certain services may be provided for up to 18 months from the closing date of the transaction if the joint venture exercises its extension option), under the terms of a transition services agreement.

Certain assets and liabilities that were previously associated with the Residential Kitchen Equipment Group were excluded from the scope of the Residential Transaction, including a defined benefit pension plan in the United Kingdom (the “Retained Plan”) and earnouts associated with several prior acquisitions.

The Retained Plan, which covers certain current and former employees of, and was previously sponsored by, a division within the Residential Kitchen Equipment Group, was not transferred to the joint venture.

The Retained Plan is not included in assets held for sale - discontinued operations.

The ongoing net periodic pension benefit, actuarial gains and losses, and other comprehensive income/(loss) related to the Retained Plan are reflected in the company’s results of continuing operations.

The Retained Plan is included within Corporate and Other in the company's business segment results.

See Note 10 to these Notes to the Consolidated Financial Statements for further information regarding the company’s business segment results.

Certain other immaterial defined benefit pension plans were included within the scope of the transaction and have been included within the results of discontinued operations.

See Note 11 to these Notes to the Consolidated Financial Statements for further information regarding the company’s continuing operations pension plans, including the Retained Plan.

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Financial Information

The following table summarizes the operating results of the Residential Kitchen Equipment Group as presented in Earnings from discontinued operations, net of tax in the Consolidated Statements of Earnings (in thousands):

2025 2024 2023

Net sales $ 733,305 $ 724,923 $ 794,515

Cost of sales 506,581 506,373 544,531

Gross profit 226,724 218,550 249,984

Selling, general, and administrative expenses 186,226 172,387 182,013

Restructuring expenses 8,982 5,936 9,402

Impairments 709,116 28,162 76,128

(Loss)/income from discontinued operations ( 677,600 ) 12,065 ( 17,559 )

Interest (income)/expense and deferred financing amortization, net (1)

( 1,340 ) ( 1,127 ) ( 781 )

Net periodic pension cost/(benefit) (other than service cost & curtailment) 81 ( 25 ) ( 31 )

Other expense/(income), net 3,244 1,994 ( 45 )

Loss on classification as held for sale 62,750 — —

(Loss)/earnings from discontinued operations before income taxes ( 742,335 ) 11,223 ( 16,702 )

(Benefit from)/provision for income taxes ( 97,337 ) 3,768 ( 4,580 )

(Loss)/earnings from discontinued operations, net of tax $ ( 644,998 ) $ 7,455 $ ( 12,122 )

(1) Represents interest income directly associated with, not allocated to, the Residential Kitchen Equipment Group

The following table summarizes the carrying amounts of major classes of assets and liabilities of discontinued operations as presented in the Consolidated Balance Sheets (in thousands):

Jan 3, 2026 Dec 28, 2024

Cash and cash equivalents $ 22,208 $ 50,767

Accounts receivable, net 109,280 111,597

Inventories, net 199,534 185,623

Prepaid expenses and other 17,951 16,832

Prepaid taxes — 8

Property, plant and equipment, net 150,561 141,282

Goodwill 229,964 773,976

Other intangibles, net 385,133 511,221

Pension benefits assets 1,150 816

Other assets 49,410 53,525

Valuation allowance - loss on classification as held for sale ( 62,750 ) —

Total assets held for sale - discontinued operations $ 1,102,441 $ 1,845,647

Accounts payable $ 53,151 $ 42,724

Accrued expenses 93,247 82,787

Long-term deferred tax liability 71,649 100,848

Other non-current liabilities 24,288 31,982

Total liabilities held for sale - discontinued operations $ 242,335 $ 258,341

During the third quarter of 2025, the company identified an impairment indicator impacting the fair value of Residential Kitchen Equipment Group in connection with conducting a strategic review of its business portfolio, considering a broad range

Table of Cont ents

of strategic options.

As a result, the company performed an interim quantitative intangible asset and goodwill impairment tests for the Residential Kitchen Equipment Group reporting unit as of September 27, 2025.

Based on the results of the quantitative tests of indefinite-lived trademarks and trade names, the company recorded a non-cash impairment charge of $ 131.8 million associated with several trademarks and trade names within the Residential Kitchen Equipment Group.

The gross value of all indefinite-lived trademarks and trade names tested was approximately $ 473.0 million, including those which were impaired.

The diminution in fair value for the trademarks and trade names was due to macroeconomic conditions such as high interest rates, international tariffs, challenging housing market conditions and higher carrying costs of inventory levels in the channel.

This led to lower than expected revenue in the current year and corresponding reductions of future revenue due to lowered expectations for recovery in demand.

The company estimated the fair value of trademarks and trade names using a relief from royalty method under the income approach.

The company believes the assumptions utilized within the quantitative analysis are reasonable and consistent with assumptions that would be used by other marketplace participants.

Based on the results of quantitative tests over amortized intangible assets, the company recorded an impairment charge of $ 3.5 million related to developed technology.

Based on the results of the goodwill impairment test, the company determined that the carrying amount of the Residential Kitchen Equipment Group reporting unit exceeded its estimated fair value and recorded a non-cash goodwill impairment charge of $ 572.6 million.

The impairment was driven by a combination of factors, including macroeconomic conditions such as high interest rates, international tariffs, challenging housing market conditions and higher carrying costs of inventory levels in the channel, which led to lower than expected revenue in the current year and corresponding reductions of future revenue due to lowered expectations for recovery in demand.

At the time the interim impairment test was performed, the company estimated the fair value of the Residential Kitchen Equipment Group reporting unit by considering both a market approach and an income approach using a discounted cash flow model, which use level 3 inputs in the fair value hierarchy.

For the income approach, key valuation inputs included revenue growth rates, EBITDA margins and discount rate, which are based on management’s estimates and assumptions believed to be reasonable and reflective of known market conditions as of the interim impairment test date.

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(13) SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)

As discussed in Notes 1 and 12 to these Notes to the Consolidated Financial Statements, the Residential Kitchen Equipment Group’s financial results are reflected in the Consolidated Statements of Earnings as discontinued operations in all periods presented.

The following tables provide unaudited summarized quarterly financial information on the same basis (in thousands, except per share data):

First Quarter Second Quarter Third Quarter Fourth Quarter

Net sales $ 730,623 $ 796,799 $ 807,355 $ 866,425

Gross profit 292,578 316,102 307,015 336,220

Net earnings from continuing operations 85,063 101,666 94,452 86,086

Net earnings/(loss) from discontinued operations 7,289 4,290 ( 607,430 ) ( 49,147 )

Net earnings/(loss) $ 92,352 $ 105,956 $ ( 512,978 ) $ 36,939

Net earnings/(loss) per share:

Basic from continuing operations $ 1.59 $ 1.93 $ 1.87 $ 1.73

Basic from discontinued operations 0.14 0.08 ( 12.02 ) ( 0.99 )

Basic earnings/(loss) per share $ 1.72 $ 2.01 $ ( 10.15 ) $ 0.74

Diluted from continuing operations $ 1.56 $ 1.91 $ 1.86 $ 1.72

Diluted from discontinued operations 0.13 0.08 ( 11.93 ) ( 0.98 )

Diluted earnings/(loss) per share $ 1.69 $ 1.99 $ ( 10.08 ) $ 0.74

Weighted average number of shares

Basic 53,594 52,616 50,521 49,888

Dilutive common stock equivalents 1,027 538 386 144

Diluted 54,621 53,154 50,907 50,032

First Quarter Second Quarter Third Quarter Fourth Quarter

Net sales $ 753,027 $ 798,783 $ 769,591 $ 828,838

Gross Profit 295,200 322,642 302,636 331,341

Net earnings from continuing operations 85,293 110,327 107,520 117,838

Net earnings/(loss) from discontinued operations 1,275 5,068 6,646 ( 5,534 )

Net earnings $ 86,568 $ 115,395 $ 114,166 $ 112,304

Net earnings/(loss) per share:

Basic from continuing operations $ 1.59 $ 2.05 $ 2.00 $ 2.19

Basic from discontinued operations 0.02 0.09 0.12 ( 0.10 )

Basic earnings per share $ 1.61 $ 2.15 $ 2.12 $ 2.09

Diluted from continuing operations $ 1.57 $ 2.04 $ 1.99 $ 2.17

Diluted from discontinued operations 0.02 0.09 0.12 ( 0.10 )

Diluted earnings per share $ 1.59 $ 2.13 $ 2.11 $ 2.07

Weighted average number of shares

Basic 53,654 53,765 53,770 53,764

Dilutive common stock equivalents 740 307 267 570

Diluted 54,394 54,072 54,037 54,334

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THE MIDDLEBY CORPORATION

SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS AND RESERVES

FOR THE FISCAL YEARS ENDED DECEMBER 28, 2024, DECEMBER 30, 2023

AND DECEMBER 31, 2022

FOR THE FISCAL YEARS ENDED JANUARY 3, 2026, DECEMBER 28, 2024 AND DECEMBER 30, 2023

(amounts in thousands)

of Period Additions/

to Expense Other Adjustments (1) Write-Offs

the Period Balance

Allowance for doubtful accounts;

deducted from accounts receivable on the balance sheets-

Balance Beginning of Period Additions/(Recoveries) Charged to Expense Other Adjustments (1)

Write-Offs During the Period Balance at End of Period

Allowance for Credit Losses - Accounts Receivable

2025 $ 21,442 $ 4,164 $ 1,506 $ ( 2,111 ) $ 25,001

1 unchanged sentence

2023 18,271 5,734 397 ( 2,647 ) 21,755

(1) Amounts consist primarily of valuation allowances assumed from acquired companies.

of Period Additions/

to Expense Write-Offs

Period Balance

(1) Amounts consist primarily of allowances assumed from acquired companies.

Balance Beginning of Period Additions/(Recoveries) Charged to Expense Write-Offs During the Period Balance at End of Period

Valuation Allowance - Deferred Tax Assets

2 unchanged sentences

2023 8,305 ( 100 ) — 8,205

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Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

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 8. Financial Statements and Supplementary Data