MIDD: Material agreement · New financial obligation

Item 1.01 Entry into a Material Definitive Agreement. On November 4, 2026 (the “ Restatement Effective Date ”), The Middleby Corporation (“ Middleby ”) and Middleby Marshall Inc. (the “ Borrower ”), entered into a five-year Ninth Amended and Restated Credit Agreement consisting of a $2.0 billion multicurrency revolving facility and a $1.0 billion USD term loan A facility with Bank of America, N.A., as administrative agent, collateral agent and initial issuing bank, and the other financial institutions party thereto, as lenders (the “ Credit Agreement ”). The Credit Agreement amends and restates Middleby’s prior revolving and term loan A facilities, which were established pursuant to that certain Eighth Amended and Restated Credit Agreement, dated as of October 21, 2021, among Middleby, the Borrower, the other subsidiaries of Middleby party thereto as borrowers, the administrative agent party thereto, and the lenders and other parties party thereto (as amended, the “ Previous Credit Agreement ”). The Credit Agreement provides for new senior secured credit facilities in an aggregate principal amount of $3.0 billion, consisting of (i) a $2.0 billion multicurrency revolving credit facility and (ii) a $1.0 billion USD term loan A facility, with the potential for Middleby, under certain circumstances, to increase the amount of the credit facilities by the greater of $618 million and 100% of Middleby’s consolidated EBITDA (as defined in the Credit Agreement) for the most recently ended period of four consecutive quarters (plus additional amounts subject to compliance with, in the case of pari passu or junior secured indebtedness, a secured net leverage ratio not to exceed 3.00 to 1.00, or in the case of unsecured indebtedness, a net leverage ratio not to exceed 5.50 to 1.00),