{"filing":{"accession_number":"0001193125-26-295648","cik":"0000769520","ticker":"MIDD","company_name":"MIDDLEBY Corp","form":"8-K","filing_date":"2026-07-06","report_date":null,"primary_document":"d51635d8k.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/769520/000119312526295648/d51635d8k.htm"},"events":[{"id":16135,"run_id":14399,"accession_number":"0001193125-26-295648","anchor_item_number":"2.01","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"summary":"Middleby completed a spin-off of its Food Processing business as Midera Food Processing, Inc. on July 6, 2026, distributing 100% of Midera common stock to shareholders on a pro rata basis. Midera began trading on Nasdaq under ticker 'MFP' on July 7, 2026, representing a material change of control and disposition of a significant business segment.","company_name":"MIDDLEBY Corp","ticker":"MIDD","filing_date":"2026-07-06","form":"8-K","submitted_at":null,"items":[{"id":14135,"accession_number":"0001193125-26-295648","item_number":"1.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"The filing discloses the completion of a spin-off of Midera Food Processing, Inc., a material change of control and disposition event. The Item 1.01 disclosure describes entry into multiple definitive agreements (Separation Agreement, Tax Matters Agreement, Employee Matters Agreement, Intellectual Property Matters Agreement, and Transition Services Agreement) governing the spin-off and post-separation relationship. The press release confirms the spin-off was completed on July 6, 2026, with Midera shares beginning trading on Nasdaq under ticker \"MFP\" on July 7, 2026, representing a significant corporate restructuring and separation of a business segment into an independent publicly traded company.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-06T12:31:48.577894+00:00","company_name":"","ticker":null,"filing_date":""},{"id":14136,"accession_number":"0001193125-26-295648","item_number":"2.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"The filing discloses completion of a spin-off (disposition of assets) effective July 6, 2026, whereby Middleby distributed 100% of Midera common stock to shareholders on a pro rata basis, creating an independent public company. This is a material change of control and capital structure event that directly affects shareholder value and the registrant's business composition, fitting squarely within Item 2.01 and the ma_activity taxonomy.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-06T12:31:48.577894+00:00","company_name":"","ticker":null,"filing_date":""},{"id":14138,"accession_number":"0001193125-26-295648","item_number":"7.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"The filing announces the completion of a spin-off of Middleby's Food Processing business as Midera Food Processing, Inc., with shares beginning to trade on Nasdaq under ticker \"MFP\" on July 7, 2026. This represents a material change of control and disposition event — the separation of a significant business segment from the parent company. While technically a spin-off rather than a traditional M\u0026A transaction, it constitutes a material corporate restructuring and change in the registrant's composition that falls squarely within the ma_activity category (Items 1.01, 1.02, 2.01, 5.01 territory).","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-06T12:31:48.577894+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":16136,"run_id":14399,"accession_number":"0001193125-26-295648","anchor_item_number":"5.02","event_type":"exec_departure","event_domain":"governance","is_material":true,"confidence":0.75,"summary":"Three executives departed from Middleby effective upon completion of the Midera spin-off: directors Robert A. Nerbonne and Cathy T. McCarthy resigned from the Board to join Midera's board, and Matthew R. Fuchsen resigned as Chief Development Officer to become Midera's Chief Strategy Officer.","company_name":"MIDDLEBY Corp","ticker":"MIDD","filing_date":"2026-07-06","form":"8-K","submitted_at":null,"items":[{"id":14137,"accession_number":"0001193125-26-295648","item_number":"5.02","item_title":"Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers","event_type":"exec_departure","event_domain":"governance","is_material":true,"confidence":0.75,"reasoning":"The Item 5.02 disclosure centers on the departure of three executives effective upon the Spin-off completion: Robert A. Nerbonne and Cathy T. McCarthy resigned from the Board of Directors to join Midera's board, and Matthew R. Fuchsen resigned as Chief Development Officer to become Midera's Chief Strategy Officer. While these resignations are tied to the Spin-off transaction (an M\u0026A-related event), the principal disclosed action is the departure of these individuals from their Middleby roles, making exec_departure the most salient classification. The resignations are material as they represent changes in leadership structure following a significant corporate transaction.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-06T12:31:48.577894+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":14135,"accession_number":"0001193125-26-295648","item_number":"1.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"The filing discloses the completion of a spin-off of Midera Food Processing, Inc., a material change of control and disposition event. The Item 1.01 disclosure describes entry into multiple definitive agreements (Separation Agreement, Tax Matters Agreement, Employee Matters Agreement, Intellectual Property Matters Agreement, and Transition Services Agreement) governing the spin-off and post-separation relationship. The press release confirms the spin-off was completed on July 6, 2026, with Midera shares beginning trading on Nasdaq under ticker \"MFP\" on July 7, 2026, representing a significant corporate restructuring and separation of a business segment into an independent publicly traded company.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-06T12:31:48.577894+00:00","company_name":"MIDDLEBY Corp","ticker":"MIDD","filing_date":"2026-07-06"},{"id":14136,"accession_number":"0001193125-26-295648","item_number":"2.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"The filing discloses completion of a spin-off (disposition of assets) effective July 6, 2026, whereby Middleby distributed 100% of Midera common stock to shareholders on a pro rata basis, creating an independent public company. This is a material change of control and capital structure event that directly affects shareholder value and the registrant's business composition, fitting squarely within Item 2.01 and the ma_activity taxonomy.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-06T12:31:48.577894+00:00","company_name":"MIDDLEBY Corp","ticker":"MIDD","filing_date":"2026-07-06"},{"id":14137,"accession_number":"0001193125-26-295648","item_number":"5.02","item_title":"Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers","event_type":"exec_departure","event_domain":"governance","is_material":true,"confidence":0.75,"reasoning":"The Item 5.02 disclosure centers on the departure of three executives effective upon the Spin-off completion: Robert A. Nerbonne and Cathy T. McCarthy resigned from the Board of Directors to join Midera's board, and Matthew R. Fuchsen resigned as Chief Development Officer to become Midera's Chief Strategy Officer. While these resignations are tied to the Spin-off transaction (an M\u0026A-related event), the principal disclosed action is the departure of these individuals from their Middleby roles, making exec_departure the most salient classification. The resignations are material as they represent changes in leadership structure following a significant corporate transaction.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-06T12:31:48.577894+00:00","company_name":"MIDDLEBY Corp","ticker":"MIDD","filing_date":"2026-07-06"},{"id":14138,"accession_number":"0001193125-26-295648","item_number":"7.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"The filing announces the completion of a spin-off of Middleby's Food Processing business as Midera Food Processing, Inc., with shares beginning to trade on Nasdaq under ticker \"MFP\" on July 7, 2026. This represents a material change of control and disposition event — the separation of a significant business segment from the parent company. While technically a spin-off rather than a traditional M\u0026A transaction, it constitutes a material corporate restructuring and change in the registrant's composition that falls squarely within the ma_activity category (Items 1.01, 1.02, 2.01, 5.01 territory).","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-06T12:31:48.577894+00:00","company_name":"MIDDLEBY Corp","ticker":"MIDD","filing_date":"2026-07-06"}]}