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Item 9A. Controls and Procedures

2026-03-04 compared with 2025-02-26 · 40 added, 31 removed, 64 unchanged (53% of the section changed)

2 unchanged sentences

The company maintains disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the Exchange Act)) as of the end of the period covered by this report that are designed to ensure that information required to be disclosed in the company's Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to the company's management, including its Chief Executive Officer and Chief Financial Officer as appropriate, to allow timely decisions regarding required disclosure.

The company carried out an evaluation, under the supervision and with the participation of the company's management, including the company's Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the company's disclosure controls and procedures as of December 28, 2024.

Based on the foregoing, the company's Chief Executive Officer and Chief Financial Officer concluded that the company's disclosure controls and procedures were effective as of the end of this period.

Changes in Internal Control Over Financial Reporting

During the quarter ended December 28, 2024, there have been no changes in the company's internal controls over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that have materially affected, or are reasonably likely to materially affect, the company's internal control over financial reporting.

During the quarter ended January 3, 2026, there have been no changes in the company's internal controls over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that have materially affected, or are reasonably likely to materially affect, the company's internal control over financial reporting.

Management's Report on Internal Control over Financial Reporting

8 unchanged sentences

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (COSO).

Our assessment of the internal control structure excluded GBT GmbH Bakery (acquired February 7, 2024), MaxMac (acquired April 19, 2024), Emery Thompson (acquired October 11, 2024), JC Ford (acquired November 1, 2024) and Gorreri (acquired November 26, 2024).

These acquisitions constitute 0.0% and 2.5% of net and total assets, respectively, 0.6% of net sales and (0.1)% of net income of the consolidated financial statements of the company as of and for the year ended December 28, 2024.

These acquisitions are included in the consolidated financial statements of the company as of and for the year ended December 28, 2024.

Our assessment of the internal control structure excluded Frigomeccanica S.p.A.

(acquired July 31, 2025) and OKA-Spezialmaschinenfabrik GmbH & Co.

KG (acquired August 12, 2025).

These acquisitions constitute 1.2% and 1.4% of net and total assets, respectively, 0.7% of net sales and 1.0% of net loss of the Consolidated Financial Statements of the company as of and for the year ended January 3, 2026.

These acquisitions are included in the Consolidated Financial Statements of the company as of and for the year ended January 3, 2026.

Under guidelines established by the Securities Exchange Commission, companies are allowed to exclude acquisitions from their assessment of internal control over financial reporting during the first year of an acquisition while integrating the acquired companies.

Based on our evaluation under the framework in Internal Control - Integrated Framework, our management concluded that our internal control over financial reporting was effective as of December 28, 2024.

Ernst & Young LLP, independent registered public accounting firm, who audited and reported on the consolidated financial statements of the company included in this report, has issued a report on the effectiveness of the company's internal control over financial reporting as of December 28, 2024.

The Middleby Corporation

February 26, 2025

Ernst & Young LLP, independent registered public accounting firm, who audited and reported on the Consolidated Financial Statements of the company included in this report, has issued a report on the effectiveness of the company's internal control over financial reporting as of January 3, 2026.

Table of Cont ents

Other Information

Insider Trading Arrangements

During the fiscal quarter ended December 28, 2024, none of our directors or officers subject to Section 16 of the Exchange Act adopted, modified or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement” (as each term is defined in Item 408 of Regulation S-K).

During the fiscal quarter ended January 3, 2026, none of our directors or officers subject to Section 16 of the Exchange Act adopted, modified or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement” (as each term is defined in Item 408 of Regulation S-K).

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

2 unchanged sentences

A copy of our Policy on Insider Trading is filed with this Annual Report on Form 10-K as Exhibit 19.1.

Table of Cont ents

Pursuant to General Instruction G (3), of Form 10-K, the information called for by Part III Item 10 (Directors, Executive Officers and Corporate Governance), Item 11 (Executive Compensation), Item 12 (Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters), Item 13 (Certain Relationships and Related Transactions, and Director Independence) and Item 14 (Principal Accountant Fees and Services), is incorporated herein by reference from the registrant’s definitive proxy statement filed with the Commission pursuant to Regulation 14A not later than 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K.

Table of Cont ents

Exhibits and Financial Statement Schedules

Financial Statements:

The financial statements listed on Page 53 are filed as part of this Annual Report on Form 10-K.

The financial statements listed on Page 33 are provided in Item 8 of this Annual Report on Form 10-K

Financial Statement Schedule:

The financial statement schedule listed on Page 33 is provided in Item 8 of this Annual Report on Form 10-K

The following exhibits are either filed with this report or incorporated by reference into this report:

3.1 Restated Certificate of Incorporation of The Middleby Corporation (effective as of May 13, 2005), incorporated by reference to the company's Form 8-K, Exhibit 3.1, dated April 29, 2005, filed on May 17, 2005.

3 unchanged sentences

4.1 Certificate of Designations dated October 30, 1987, and specimen stock certificate relating to the company Preferred Stock, incorporated by reference from the company’s Form 10-K, Exhibit (4), for the fiscal year ended December 31, 1988, filed on March 15, 1989.

4.2 Indenture (including form of Global Note) with respect to The Middleby Corporation’s 1.00% Convertible Senior Notes due 2025, dated as of August 21, 2020, between The Middleby Corporation and U.S.

Bank National Association, as trustee, incorporated by reference to the company's Form 8-K Exhibit 4.1 filed on August 21, 2020.

4.3 Form of Global Note for the 1.00% Convertible Senior Notes due 2025 incorporated by reference to the company's Form 8-K Exhibit 4.1 filed on August 21, 2020.

4.2 Description of the Company's Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934, incorporated by reference to the company's Form 10-K Exhibit 4.4 for the fiscal year ended January 2, 2021, filed on March 3, 2021.

10.1 Eighth Amended and Restated Credit Agreement, dated as of October 21, 2021, among Middleby Marshall Inc., The Middleby Corporation, the Subsidiary Borrowers named therein, the lenders named therein and Bank of America, N.A., as administrative agent for the lenders, incorporated by reference to the company's Form 8-K Exhibit 10.1 filed on October 21, 2021.

10.2 Third Amendment to Eighth Amended and Restated Credit Agreement, dated as of August 19, 2025, among Middleby Marshall Inc., The Middleby Corporation, the Loan Parties named therein, the lenders named therein and Bank of America, N.A., as administrative agent for the lenders, incorporated by reference to the company’s Form 8-K Exhibit 10.1 filed on August 21, 2025.

10.3 * 2021 Long-Term Incentive Plan, incorporated by reference to Appendix A to the company’s definitive proxy statement filed with the Securities and Exchange Commission on March 31, 2021.

10.4 * The Middleby Corporation Value Creation Incentive Plan, incorporated by reference to Appendix B to the company’s definitive proxy statement filed with the Securities and Exchange Commission on April 1, 2011.

10.4 # Form of Restricted Stock Unit Award Agreement for The Middleby Corporation 20 2 1 Long-Term Incentive Plan .

10.5 # Form of Restricted Stock Unit Award Agreement for Non-Employee Directors for The Middleby Corporation 20 2 1 Long-Term Incentive Plan .

10.5 * Form of Restricted Stock Unit Award Agreement for The Middleby Corporation 2021 Long-Term Incentive Plan, incorporated by reference to the company's Form 10-K Exhibit 10.4, filed on February 26, 2025.

10.6 * Form of Restricted Stock Unit Award Agreement for Non-Employee Directors for The Middleby Corporation 2021 Long-Term Incentive Plan, incorporated by reference to the company's Form 10-K Exhibit 10.5, filed on February 26, 2025.

10.7 * Employment Agreement, dated as of March 10, 2022, by and among The Middleby Corporation, Middleby Marshall Inc.

1 unchanged sentence

FitzGerald incorporated by reference to the company's Form 8-K Exhibit 10.1, filed on March 14, 2022.

19.1 # Insider Trading Comp liance Program *

10.8 Cooperation Agreement, dated February 24, 2025, by and among Garden Investment Management, L.P.

and The Middleby Corporation incorporated by reference to the company's Form 8-K Exhibit 10.1, filed on February 25, 2025.

10.9 # Partnership Interest Purchase Agreement, dated as of December 4, 2025, by and among Mosaic Merger Sub, Inc., Middleby Worldwide, Inc., Middleby Outdoor IP Holdings, Inc., RKG Group Partners LP, Rise Buyer LP, Rise Merger Sub LLC, and, solely for the purposes set forth therein, The Middleby Corporation.

19.1 # Insider Trading Compliance Program

21.1 List of subsidiaries.

1 unchanged sentence

31.1 Certification of Chief Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended.

Table of Cont ents

31.2 Certification of Chief Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended.

3 unchanged sentences

1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

97.1* Clawback Policy

101 Financial statements on Form 10-K for the year ended December 28, 2024, filed on February 26, 2025, formatted in Inline Extensive Business Reporting Language (XBRL);

(i) consolidated balance sheets, (ii) consolidated statements of earnings, (iii) consolidated statements of cash flows, (iv) notes to the consolidated financial statements.

104 Cover Page Interactive Data File (formatted in iXBRL) and contained in Exhibit 101).

97.1 * Clawback Policy, incorporated by reference to the company's Form 10-K Exhibit 97.1, filed on February 26, 2025.

101 The following financial statements from the company's Annual Report on Form 10-K for the year ended January 3, 2026, filed on March 4, 2026, formatted in Inline Extensive Business Reporting Language (XBRL):

(i) Consolidated Balance Sheets, (ii) Consolidated Statements of Earnings, (iii) Consolidated Statements of Comprehensive Income, (iv) Consolidated Statements of Changes in Stockholders' Equity, (v) Consolidated Statements of Cash Flows, and (vi) Notes to the Consolidated Financial Statements.

104 Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).

* Designates management contract or compensation plan.

# Filed herewith.

Form 10-K Summary

Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized, on the 26th day of February 2025.

Table of Cont ents

THE MIDDLEBY CORPORATION

Chief Financial Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated on February 26, 2025.

Signatures Title

2 unchanged sentences

FitzGerald Chief Executive Officer and Director

PRINCIPAL FINANCIAL AND

ACCOUNTING OFFICER

Mittelman Chief Financial Officer,

Mittelman Principal Financial Officer and

Principal Accounting Officer

PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER

Mittelman Chief Financial Officer, Principal Financial Officer and Principal Accounting Officer

/s/ Gordon O'Brien Chairman of the Board, Director

Gordon O'Brien

/s/ Julie Bowerman Director

Julie Bowerman

/s/ Sarah Palisi Chapin Director

Sarah Palisi Chapin

/s/ Ed Garden Director

/s/ Christopher M.

Christopher M.

McCarthy Director

Miller, III Director

/s/ Robert Nerbonne Director

Robert Nerbonne

/s/ Nassem Ziyad Director

/s/ Stephen R.

1 unchanged sentence

Shah Director

/s/ Nassem Ziyad Director

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 9A. Controls and Procedures