{"filing":{"accession_number":"0001193125-26-295649","cik":"0002088281","ticker":"MFP","company_name":"Midera Food Processing, Inc.","form":"8-K","filing_date":"2026-07-06","report_date":null,"primary_document":"d25601d8k.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/2088281/000119312526295649/d25601d8k.htm"},"events":[{"id":16142,"run_id":14405,"accession_number":"0001193125-26-295649","anchor_item_number":"1.01","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"summary":"Midera Food Processing completed its spin-off from The Middleby Corporation on July 6, 2026, with 100% of Midera's outstanding shares distributed pro rata to Middleby stockholders. Midera commenced independent public trading on Nasdaq under ticker 'MFP' on July 7, 2026, governed by multiple definitive agreements including a Separation and Distribution Agreement, Tax Matters Agreement, Employee Matters Agreement, Intellectual Property Matters Agreement, and Transition Services Agreement.","company_name":"Midera Food Processing, Inc.","ticker":"MFP","filing_date":"2026-07-06","form":"8-K","submitted_at":null,"items":[{"id":14145,"accession_number":"0001193125-26-295649","item_number":"1.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"This Item 1.01 discloses the completion of a material spin-off transaction on July 6, 2026, whereby Middleby distributed 100% of Midera's outstanding shares to Middleby stockholders. The filing documents multiple material definitive agreements (Separation and Distribution Agreement, Tax Matters Agreement, Employee Matters Agreement, Intellectual Property Matters Agreement, and Transition Services Agreement) that govern the separation and ongoing relationship between the two companies. A spin-off constitutes a change of control and material capital structure event that would significantly affect a reasonable investor's assessment of the registrant.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-06T12:34:01.289473+00:00","company_name":"","ticker":null,"filing_date":""},{"id":14146,"accession_number":"0001193125-26-295649","item_number":"3.03","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 from The Middleby Corporation, effective July 6, 2026, with Midera beginning independent public trading on July 7, 2026. This represents a material change of control and separation event. While Item 3.03 addresses modification of security holder rights (the distribution of Midera shares to Middleby shareholders), the substantive event is the completion of a major corporate restructuring—a spin-off that creates a new independent public company. This is a material acquisition/disposition activity under Item 1.01 or 2.01 framework, as it involves a fundamental change in the registrant's corporate structure and ownership.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-06T12:34:01.289473+00:00","company_name":"","ticker":null,"filing_date":""},{"id":14147,"accession_number":"0001193125-26-295649","item_number":"5.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"This Item 5.01 discloses the completion of a spin-off transaction in which Middleby distributed 100% of Midera's outstanding shares to Middleby stockholders on a pro rata basis, effective July 6, 2026. A spin-off is a material change of control event that transforms Midera from a wholly-owned subsidiary into an independent, publicly traded company. The press release confirms Midera began trading on Nasdaq under ticker \"MFP\" on July 7, 2026, establishing this as a completed material acquisition/disposition activity.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-06T12:34:01.289473+00:00","company_name":"","ticker":null,"filing_date":""},{"id":14151,"accession_number":"0001193125-26-295649","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 Midera Food Processing from The Middleby Corporation, effective July 6, 2026, with Midera beginning independent public trading on July 7, 2026. A spin-off is a material change of control event involving the separation and distribution of a significant business unit to shareholders. The press release emphasizes Midera's independent status, leadership team, and market positioning, all hallmarks of a completed material corporate restructuring.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-06T12:34:01.289473+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":16143,"run_id":14405,"accession_number":"0001193125-26-295649","anchor_item_number":"5.02","event_type":"exec_appointment","event_domain":"governance","is_material":true,"confidence":0.95,"summary":"Effective immediately prior to the spin-off consummation, Midera appointed a complete board of directors (8 members) and executive leadership team, including Mark M. Salman as CEO, Amy A. Campbell as CFO, Mark S. Bowie as COO, and Matthew R. Fuchsen as Chief Strategy Officer.","company_name":"Midera Food Processing, Inc.","ticker":"MFP","filing_date":"2026-07-06","form":"8-K","submitted_at":null,"items":[{"id":14148,"accession_number":"0001193125-26-295649","item_number":"5.02","item_title":null,"event_type":"exec_appointment","event_domain":"governance","is_material":true,"confidence":0.95,"reasoning":"The filing discloses the appointment of a complete board of directors (8 members) and executive officers (4 named executives) effective immediately prior to the spin-off consummation. The principal disclosed action is the appointment of these individuals to their respective roles, with Mark M. Salman as CEO and three other named executives (Amy A. Campbell as CFO, Mark S. Bowie as COO, Matthew R. Fuchsen as Chief Strategy Officer). This is material as it establishes the leadership structure of a newly independent public company beginning trading on Nasdaq on July 7, 2026.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-06T12:34:01.289473+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":16144,"run_id":14405,"accession_number":"0001193125-26-295649","anchor_item_number":"5.03","event_type":"governance_other","event_domain":"governance","is_material":false,"confidence":0.75,"summary":"Midera amended its certificate of incorporation and bylaws effective July 2, 2026, with detailed provisions incorporated by reference to exhibits, establishing the governance framework for the newly independent company.","company_name":"Midera Food Processing, Inc.","ticker":"MFP","filing_date":"2026-07-06","form":"8-K","submitted_at":null,"items":[{"id":14149,"accession_number":"0001193125-26-295649","item_number":"5.03","item_title":null,"event_type":"governance_other","event_domain":"governance","is_material":false,"confidence":0.75,"reasoning":"Item 5.03 discloses routine amendments to the certificate of incorporation and bylaws effective July 2, 2026, with detailed provisions incorporated by reference to exhibits. While the supplemental press release announces the completion of the spin-off from Middleby and the company's debut as an independent public company, the Item 5.03 section itself focuses narrowly on the procedural governance amendments (restated certificate and bylaws) rather than the material M\u0026A event. The spin-off completion is a material event, but Item 5.03 is not the appropriate vehicle for classifying it—that would typically be disclosed under Item 2.01 (Completion of Acquisition or Disposition). The Item 5.03 disclosure itself is administrative in nature.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-06T12:34:01.289473+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":16145,"run_id":14405,"accession_number":"0001193125-26-295649","anchor_item_number":"5.05","event_type":"governance_other","event_domain":"governance","is_material":false,"confidence":0.75,"summary":"Midera adopted a Code of Conduct in connection with the spin-off from Middleby, available on the company website.","company_name":"Midera Food Processing, Inc.","ticker":"MFP","filing_date":"2026-07-06","form":"8-K","submitted_at":null,"items":[{"id":14150,"accession_number":"0001193125-26-295649","item_number":"5.05","item_title":null,"event_type":"governance_other","event_domain":"governance","is_material":false,"confidence":0.75,"reasoning":"Item 5.05 discloses adoption of a Code of Conduct in connection with the spin-off from Middleby. While the spin-off itself is a material M\u0026A event, this Item 5.05 specifically addresses only the governance matter of code adoption—a routine administrative disclosure that does not itself materially affect investor assessment. The code is available on the company website but not incorporated into the 8-K filing.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-06T12:34:01.289473+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":14145,"accession_number":"0001193125-26-295649","item_number":"1.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"This Item 1.01 discloses the completion of a material spin-off transaction on July 6, 2026, whereby Middleby distributed 100% of Midera's outstanding shares to Middleby stockholders. The filing documents multiple material definitive agreements (Separation and Distribution Agreement, Tax Matters Agreement, Employee Matters Agreement, Intellectual Property Matters Agreement, and Transition Services Agreement) that govern the separation and ongoing relationship between the two companies. A spin-off constitutes a change of control and material capital structure event that would significantly affect a reasonable investor's assessment of the registrant.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-06T12:34:01.289473+00:00","company_name":"Midera Food Processing, Inc.","ticker":"MFP","filing_date":"2026-07-06"},{"id":14146,"accession_number":"0001193125-26-295649","item_number":"3.03","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 from The Middleby Corporation, effective July 6, 2026, with Midera beginning independent public trading on July 7, 2026. This represents a material change of control and separation event. While Item 3.03 addresses modification of security holder rights (the distribution of Midera shares to Middleby shareholders), the substantive event is the completion of a major corporate restructuring—a spin-off that creates a new independent public company. This is a material acquisition/disposition activity under Item 1.01 or 2.01 framework, as it involves a fundamental change in the registrant's corporate structure and ownership.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-06T12:34:01.289473+00:00","company_name":"Midera Food Processing, Inc.","ticker":"MFP","filing_date":"2026-07-06"},{"id":14147,"accession_number":"0001193125-26-295649","item_number":"5.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"This Item 5.01 discloses the completion of a spin-off transaction in which Middleby distributed 100% of Midera's outstanding shares to Middleby stockholders on a pro rata basis, effective July 6, 2026. A spin-off is a material change of control event that transforms Midera from a wholly-owned subsidiary into an independent, publicly traded company. The press release confirms Midera began trading on Nasdaq under ticker \"MFP\" on July 7, 2026, establishing this as a completed material acquisition/disposition activity.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-06T12:34:01.289473+00:00","company_name":"Midera Food Processing, Inc.","ticker":"MFP","filing_date":"2026-07-06"},{"id":14148,"accession_number":"0001193125-26-295649","item_number":"5.02","item_title":null,"event_type":"exec_appointment","event_domain":"governance","is_material":true,"confidence":0.95,"reasoning":"The filing discloses the appointment of a complete board of directors (8 members) and executive officers (4 named executives) effective immediately prior to the spin-off consummation. The principal disclosed action is the appointment of these individuals to their respective roles, with Mark M. Salman as CEO and three other named executives (Amy A. Campbell as CFO, Mark S. Bowie as COO, Matthew R. Fuchsen as Chief Strategy Officer). This is material as it establishes the leadership structure of a newly independent public company beginning trading on Nasdaq on July 7, 2026.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-06T12:34:01.289473+00:00","company_name":"Midera Food Processing, Inc.","ticker":"MFP","filing_date":"2026-07-06"},{"id":14149,"accession_number":"0001193125-26-295649","item_number":"5.03","item_title":null,"event_type":"governance_other","event_domain":"governance","is_material":false,"confidence":0.75,"reasoning":"Item 5.03 discloses routine amendments to the certificate of incorporation and bylaws effective July 2, 2026, with detailed provisions incorporated by reference to exhibits. While the supplemental press release announces the completion of the spin-off from Middleby and the company's debut as an independent public company, the Item 5.03 section itself focuses narrowly on the procedural governance amendments (restated certificate and bylaws) rather than the material M\u0026A event. The spin-off completion is a material event, but Item 5.03 is not the appropriate vehicle for classifying it—that would typically be disclosed under Item 2.01 (Completion of Acquisition or Disposition). The Item 5.03 disclosure itself is administrative in nature.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-06T12:34:01.289473+00:00","company_name":"Midera Food Processing, Inc.","ticker":"MFP","filing_date":"2026-07-06"},{"id":14150,"accession_number":"0001193125-26-295649","item_number":"5.05","item_title":null,"event_type":"governance_other","event_domain":"governance","is_material":false,"confidence":0.75,"reasoning":"Item 5.05 discloses adoption of a Code of Conduct in connection with the spin-off from Middleby. While the spin-off itself is a material M\u0026A event, this Item 5.05 specifically addresses only the governance matter of code adoption—a routine administrative disclosure that does not itself materially affect investor assessment. The code is available on the company website but not incorporated into the 8-K filing.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-06T12:34:01.289473+00:00","company_name":"Midera Food Processing, Inc.","ticker":"MFP","filing_date":"2026-07-06"},{"id":14151,"accession_number":"0001193125-26-295649","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 Midera Food Processing from The Middleby Corporation, effective July 6, 2026, with Midera beginning independent public trading on July 7, 2026. A spin-off is a material change of control event involving the separation and distribution of a significant business unit to shareholders. The press release emphasizes Midera's independent status, leadership team, and market positioning, all hallmarks of a completed material corporate restructuring.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-06T12:34:01.289473+00:00","company_name":"Midera Food Processing, Inc.","ticker":"MFP","filing_date":"2026-07-06"}]}