UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 1.01 | Entry into a Material Definitive Agreement. |
On August 19, 2025, The Middleby Corporation (the “Company”), Middleby Marshall Inc. (“MMI”), a subsidiary of the Company, as a borrower, the other subsidiaries of the Company party thereto, as borrowers and guarantors, Bank of America, N.A., as administrative agent, and the lenders party thereto entered into a Third Amendment to Eighth Amended and Restated Credit Agreement (the “Third Amendment”), which amended the Company’s existing Eighth Amended and Restated Credit Agreement (as amended from time to time prior to August 19, 2025, the “Credit Agreement”).
The parties entered into the Third Amendment to, among other things, extend the maturity date of the Credit Agreement from October 21, 2026 to April 28, 2028, and make certain changes that, subject to the satisfaction of specified conditions, give the Company and its subsidiaries the ability to consummate the Company’s previously announced plan to separate its food processing business into a standalone public company.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. |
Description | |
| 10.1 | 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. | |
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document). | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| THE MIDDLEBY CORPORATION | ||||||
| Date: August 21, 2025 | By: | /s/ Bryan E. Mittelman | ||||
| Bryan E. Mittelman | ||||||
| Chief Financial Officer | ||||||