MIDD: Leadership change

Item 5.02 Departure of Directors or Certain Officers ; Election of Directors ; Appointment of Certain Officers ; Compensatory Arrangement of Certain Officers. Departure and Transition of Timothy J. FitzGerald as Chief Executive Officer On November 5, 2026, The Middleby Corporation (the “Company”) announced that, after many years of dedicated service to the Company, Timothy J. FitzGerald will transition out of his position as Chief Executive Officer (“CEO”) and step down from the Company’s board of directors (the “Board”), effective March 31, 2027. Upon his departure from the Company, Mr. FitzGerald will become eligible to receive severance benefits in accordance with his employment agreement and pro-rated accelerated vesting of his outstanding restricted stock units in accordance with his restricted stock unit award agreements. During the transition period, Mr. FitzGerald will, in addition to his ordinary duties, assist his successor with transition efforts and will continue to receive his base salary and be eligible for employee benefits, other than new equity awards. Promotion of Steven P. Spittle to President and Chief Executive Officer On November 5, 2026, the Company announced that the Board promoted Steven P. Spittle (age 45) to President, effective immediately, and to CEO, effective April 1, 2027. Upon his promotion to CEO, Mr. Spittle will also become a member of the Board. Mr. Spittle has been Chief Commercial Officer of the Company since February 2021. Prior to becoming Chief Commercial Officer, Mr. Spittle was with the Company for more than a decade in roles of increasing responsibility including as Group President of Pitco Frialator and G.S. Blodgett from March 2017 to February 2021 and President of Pitco Frialator from April 2015 to March 2017. In connectio