Q4 & FY 2025 Results Exceeded High End of Guidance Range for Revenue, Adj. EBITDA and Adj. EPS

Initiates 2026 Organic Growth Guidance of +1-3% in Commercial Foodservice and +4-6% in Food Processing

Repurchased 4.9 Million Shares (9.1% of Equity) in 2025 and 1.7 Million Shares (3.5% of Equity) YTD 2026

FOURTH QUARTER CONTINUING OPERATIONS HIGHLIGHTS

• All results reflect Residential Kitchen as discontinued operations unless otherwise stated
• Net Sales of $866 million increased 5% over prior year; marginally positive on organic basis
• Record Q4 Food Processing orders increased 66% organically and year-end backlog up 36%
• Operating income of $150 million, as compared to $182 million in prior year
• Adjusted EBITDA of $197 million as compared to $226 million in prior year
• Diluted GAAP EPS of $1.72 vs $1.81 if Residential Kitchen was not classified as discontinued operations
• Adjusted EPS of $2.14 or $2.42 if Residential Kitchen was not classified as discontinued operations which is comparable to guidance of $2.19-$2.34
• Q4 ending Net leverage at 2.5x

RESIDENTIAL KITCHEN TRANSACTION COMMENTARY

• Sale of 51% of Residential Kitchen Business completed February 2, 2026
• Business was valued at approximately $885 million
• Middleby received net cash proceeds of approximately $565 million and a $135 million promissory note from the joint venture
• Middleby retains a 49% non-controlling interest in the new standalone joint venture with 26North
• Financial results for all periods presented have been restated to reflect Residential Kitchen results as discontinued operations, excluded from continuing operations
• The assets of the Residential Kitchen business are reported as assets held for sale
• Adjusted net earning and Adjusted EPS will exclude the non-controlling interest

The Middleby Corporation (NASDAQ: MIDD), a leading worldwide manufacturer of equipment for the commercial foodservice and food processing industries, today reported net earnings for the fourth quarter and fiscal year of 2025.

Tim FitzGerald, CEO of The Middleby Corporation said, “2025 was a transformational year for Middleby as we executed decisive portfolio actions to unlock significant shareholder value. We recently completed the sale of a 51% stake in our Residential Kitchen business at an $885 million enterprise valuation, first announced in December, delivering approximately $565 million in cash proceeds while retaining meaningful upside through our 49% ownership. In anticipation of the proceeds from this transaction, combined with one of the most aggressive capital return programs in our industry, we deployed $710 million in share repurchases in 2025, reducing our share count by approximately 9%. We remain on track to complete the separation of our Food Processing business in the second quarter of 2026, creating two independent, pure-play industry leaders with enhanced focus and optimized capital structures.”

FitzGerald concluded, “Our fourth quarter results exceeded our expectations across all metrics of our provided guidance on a like-for-like basis accounting for the Residential Kitchen Transaction. Our Commercial Foodservice segment delivered $602 million in revenue with double-digit growth in our dealer channel, driven by improved demand with independents, institutional customers, and fast casual chains. While large QSR customers faced challenges throughout 2025, we are encouraged by early traction with our new ice and beverage innovations. Our Food Processing segment generated $265 million in revenue and finished the year with record backlog, driven by continued success with our Total Line Solutions and strategic international expansion. We're excited for the year ahead and believe both segments are well positioned in 2026 and beyond.”

2025 Fourth Quarter and Fiscal Year Financial Results

All results presented are on a continuing operations basis and non-GAAP reconciliations are presented as an addendum to our earnings release slides with restated 2025 and 2024 Adjusted EBITDA and Adjusted EPS.

• Net sales increased 4.5% in the fourth quarter over the comparative prior year period. Excluding the impacts of acquisitions and foreign exchange rates, sales increased 0.3% in the fourth quarter over the comparative prior year period.
• Net sales increased 1.6% as compared to the prior fiscal year period. Excluding the impacts of acquisitions and foreign exchange rates, sales decreased 2.4% for the fiscal year over the prior year period.
• A reconciliation of organic net sales (a non-GAAP measures) by segment is as follows:

• Adjusted EBITDA (a non-GAAP measure) was $197.1 million in the fourth quarter compared to $226.2 million in the prior year. The fourth quarter Adjusted EBITDA includes an adverse impact of $7 million related to tariffs.
• Adjusted EBITDA (a non-GAAP measure) was $719.5 million for the year compared to $791.9 million in the prior year. The year-to-date Adjusted EBITDA includes an adverse impact of $21 million related to tariffs.
• A reconciliation of organic adjusted EBITDA (a non-GAAP measures) by segment is as follows:

• Operating cash flows during the fourth quarter amounted to $178.5 million in comparison to $209.9 million in the prior year period. The fourth quarter operating cash flows also reflect $4.8 million for strategic transaction costs associated with the business portfolio review and an adverse impact of $7 million related to tariffs.
• Operating cash flows for the year amounted to $564.6 million in comparison to $614.5 million in the prior year. Full year operating cash flows also reflect $19.2 million for strategic transaction costs associated with the business portfolio review and an adverse impact of $21 million related to tariffs.
• Adjusted EPS for full year 2025 was $9.27 as calculated if Residential Kitchen had not been classified as discontinued operations as compared to $9.49 in the prior year
• The total leverage ratio per our credit agreements was 2.5x. The trailing twelve-month bank agreement pro-forma EBITDA was $819.2 million.
• Net debt, defined as debt less cash, at the end of the 2025 fiscal fourth quarter amounted to $2.0 billion as compared to $1.8 billion at the end of fiscal 2024. Our borrowing availability at the end of the fourth quarter was approximately $2.4 billion.

2026 Outlook

Management also provided the following expectations for the first quarter and full year 2026:

Conference Call

The company has scheduled a conference call to discuss the fourth quarter results at 10 a.m. Eastern/9 a.m. Central Time on February 26th. The conference call is accessible through the Investor Relations section of the company website at www.middleby.com. If website access is not available, attendees can join the conference by dialing (844) 676-5090, or (412) 634-6754 for international access. The conference call will be available for replay from the company’s website.

Cautionary Statement Regarding Forward-Looking Statements

Statements in this press release or otherwise attributable to the company regarding the company's business which are not historical facts are forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, including statements regarding our expectations with respect to our future performance and the outcome of our strategic review. The company cautions investors that such statements are estimates of future performance and are highly dependent upon a variety of important factors that could cause actual results to differ materially from such statements. Such factors include variability in financing costs; quarterly variations in operating results; dependence on key customers; international exposure; foreign exchange and political risks affecting international sales; changing market conditions; the impact of competitive products and pricing; the timely development and market acceptance of the company's products; the availability and cost of raw materials; and other risks detailed herein and from time-to-time in the company's SEC filings. Any forward-looking statement speaks only as of the date hereof, and the company does not undertake any obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise, except as required by law.

The Middleby Corporation is a global leader in the foodservice industry. The company develops and manufactures a broad line of solutions used in commercial foodservice, food processing, and residential kitchens. Supporting the company’s pursuit of the most sophisticated innovation, state-of-the-art Middleby Innovation Kitchens and Residential Showrooms showcase and demonstrate the most advanced Middleby solutions. In 2022 Middleby was named a World’s Best Employer by Forbes and is a proud philanthropic partner to organizations addressing food insecurity.

USE OF NON-GAAP FINANCIAL MEASURES

The company supplements its consolidated financial statements presented on a GAAP basis with this non-GAAP financial information to provide investors with greater insight, increase transparency and allow for a more comprehensive understanding of the information used by management in its financial and operational decision-making. The non-GAAP financial measures disclosed by the company should not be considered a substitute for, or superior to, financial measures prepared in accordance with GAAP, and the financial results prepared in accordance with GAAP and reconciliations from these results should be carefully evaluated. In addition, the non-GAAP financial measures included in this press release do not have standard meanings and may vary from similarly titled non-GAAP financial measures used by other companies.

The company believes that organic net sales growth, adjusted EBITDA, non-GAAP adjusted segment EBITDA, net debt, net leverage, adjusted net earnings and adjusted diluted per share measures are useful as supplements to its GAAP results of operations to evaluate certain aspects of its operations and financial performance, and its management team primarily focuses on non-GAAP items in evaluating performance for business planning purposes. The company also believes that these measures assist it with comparing its performance between various reporting periods on a consistent basis, as these measures remove from operating results the impact of items that, in its opinion, do not reflect its core operating performance including, for example, intangibles amortization expense, impairment charges, restructuring expenses, and other charges which management considers to be outside core operating results.

The company believes that free cash flow is an important measure of operating performance because it provides management and investors with a measure of cash generated from operations that is available for mandatory payment obligations and investment opportunities, such as funding acquisitions, repaying debt and repurchasing our common stock.

The company believes that its presentation of these non-GAAP financial measures is useful because it provides investors and securities analysts with the same information that Middleby uses internally for purposes of assessing its core operating performance.

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