(Mark One) ☒Quarterly 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 THE MIDDLEBY CORPORATION 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.YesNo 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).YesNo 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. Accelerated filer☐Non-accelerated filer☐Smaller reporting company☐Emerging growth company☐ 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. Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yes☐No The number of shares outstanding of the Registrant’s class of common stock, as of May11, 2026, was 45,214,496 shares. PagePART IItem 1.Condensed Consolidated Financial Statements (unaudited)1Condensed Consolidated Balance Sheets1Condensed Consolidated Statements of Comprehensive Income2Condensed Consolidated Statements of Changes in Stockholders' Equity3Condensed Consolidated Statements of Cash Flows4Notes to Condensed Consolidated Financial Statements5Item 2.Management's Discussion and Analysis of Financial Condition and Results of Operations21Item 3.Quantitative and Qualitative Disclosures About Market Risk25Item 4.Controls and Procedures26PART IIItem 2.Unregistered Sales of Equity Securities and Use of Proceeds27Item 6.Exhibits27 PART I. FINANCIAL INFORMATION THE MIDDLEBY CORPORATIONCONDENSED CONSOLIDATED BALANCE SHEETS(amounts in thousands, except share data)(Unaudited) Apr 4, 2026Jan 3, 2026 THE MIDDLEBY CORPORATIONCONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME(amounts in thousands, except per share data)(Unaudited) THE MIDDLEBY CORPORATIONNOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTSAPRIL4, 2026(Unaudited) (1)SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (a)Basis of Presentation The Condensed Consolidated Financial Statements have been prepared by The Middleby Corporation (the "company" or “Middleby”),pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC"). The financial statements are unaudited andcertain information and footnote disclosures normally included in financial statements prepared in accordance with accountingprinciples generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations,although the company believes that the disclosures are adequate to make the information not misleading. These financial statementsshould be read in conjunction with the financial statements and related notes contained in the company's 2025 Form 10-K. Thecompany’s interim results are not necessarily indicative of future full year results for the fiscal year 2026. In the opinion of management, the financial statements contain all adjustments, which are normal and recurring in nature, necessary topresent fairly the financial position of the company as of April4, 2026 and January3, 2026, the results of operations for the threemonths ended April4, 2026 and March29, 2025, cash flows for the three months ended April4, 2026 and March29, 2025 andstatement of stockholders' equity for the three months ended April4, 2026 and March29, 2025. Discontinued Operations On February 2, 2026, the company completed a transaction selling a 51% stake in its Residential Kitchen Equipment Group to anaffiliate of 26North Partners LP (the “Residential Transaction”). Following the close of the Residential Transaction, the company ownsa 49% non-controlling equity interest in Composition Brands, a new standalone entity holding the Residential Kitchen Equipmentbusiness ("Composition Brands"). The company received cash proceeds of $564.6 million, net of cash disposed and subject to futureclosing adjustments, and a promissory note payable by Composition Brands in the principal amount of $135.0 million, with an initialfair value of $82.4 million. The company's