The Middleby Corp 2024年度报告

FORM10-K ☒Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. or ☐Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission File No.1-9973 Registrant's telephone number, including area code: (847)741-3300 Securities registered pursuant to Section 12(b) of the Act: Securities registered pursuant to Section 12(g) of the Act:None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.YesýNo¨ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to suchfiling requirements for the past 90 days.YesýNo¨ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).YesýNo¨ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, oran emerging growth company. See definition of “accelerated filer," "large accelerated filer," "smaller reporting company," and "emerging growthcompany” in Rule 12b-2 of the Exchange Act. If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with anynew or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.o Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internalcontrol over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm thatprepared or issued its audit report.ý If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included inthe filing reflect the correction of an error to previously issued financial statements.o Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensationreceived by any of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b).o Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yes☐Noý The aggregate market value of the voting stock held by nonaffiliates of the Registrant as ofJune29, 2024was approximately6,514,462,779. The number of shares outstanding of the Registrant’s class of common stock, as of February24, 2025, was53,624,590shares. Documents Incorporated by Reference Part III of Form 10-K incorporates by reference the Registrant’s definitive proxy statement to be filed pursuant to Regulation 14A in connection withannual meeting of stockholders. PagePART IItem 1.Business1Item 1A.Risk Factors11Item 1B.Unresolved Staff Comments22Item 1C.Cybersecurity22Item 2.Properties24Item 3.Legal Proceedings26Item 4.Mine Safety Issues26PART IIItem 5.Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of EquitySecurities27Item 6.[Reserved]28Item 7.Management's Discussion and Analysis of Financial Condition and Results of Operations29Item 7A.Quantitative and Qualitative Disclosure about Market Risk42Item 8.Financial Statements and Supplementary Data43Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure88Item 9A.Controls and Procedures88Item 9B.Other Information90Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections90PART IIIItem 10.Directors, Executive Officers and Corporate Governance90Item 11.Executive Compensation90Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters90Item 13.Certain Relationships and Related Transactions, and Director Independence90Item 14.Principal Accountant Fees and Services90PART IVItem 15.Exhibit and Financial Statement Schedule91Item 16.Form 10-K Summary93 PART I Item 1.Business General The Middleby Corporation, a Delaware corporation (“Middleby” or the “company”), through its operating subsidiary MiddlebyMarshall Inc., a Delaware corporation (“Middleby Marshall”) and its subsidiaries, is a leader in the design, manufacture, marketing,distribution, and service of a broad line of (i) foodservice equipment, integrated IoT solutions and universal controllers used in alltypes of commercial restaurants and institutional kitchens, (ii) food preparation, cooking, baking, chilling and packaging equipmentfor food processing operations, and (iii)