Slides
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1 February 26, 2026Q4 Earnings Update
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2 CAUTIONARY STATEMENTSSafe Harbor StatementStatements 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 LitigationReform Act of 1995, including statements regarding our expectations with respect to our future performance and the outcome ofour 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. Suchfactors 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.Non-GAAP MeasuresThe company uses certain non-GAAP measures in discussing the company’s performance. The reconciliation of those measures to the most directly comparable GAAP measures is detailed in Middleby’s press release for the fourth quarter of 2025, which is available at www.middleby.com, together with this presentation.
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3 MIDDLEBY PORTFOLIO TRANSFORMATION Enables each entity to have a unique, optimized capital structure and capital allocation policyin-line with individual business models and strategic / operational prioritiesEnhances strategic and financial impact of capital allocation activities and M&Aacross each business entityProvides greater exposure to and deeper understanding ofeach entity’s standalone growth story, business strategies, and performance, aligned with respective macroeconomic trendsNext chapter of growth for highly successful businesses that will benefit from a focus on individual core strategies, driving a full valuation in line with best-in-class peers for each entity Portfolio transformation underway with completed 51% sale of Residential Business completed in Q1 2026 & in process Food Processing Spin expected to be completed in Q2 2026
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4 On Track Q2 2026•Announced Mark Salman as future CEO•March 5, 2026 Baird Food Processing Symposium•April 2026 Public Filing of Registration Statement•May 12, 2026 Joint Commercial and Food Processing Investor Day•End of Q2 2026 Targeted Spin Completion Completed Q1 2026 •51% sale to 26North with $885m valuation•$565m in upfront cash proceeds in Q1 2026•$135m note receivable due from Residential JV•Middleby retains future upside with continuing 49% ownership in newly created JV•Cash proceeds utilized to repurchase shares of Middleby Stock & position balance sheet in advance of Food Processing Spin•Transaction is accretive over the long-term at full valuation PORTFOLIO TRANSFORMATION UPDATE
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5 Portfolio Transformation Maximizes Shareholder Value PORTFOLIO TRANSFORMATION CREATES THREE LEADING & INDEPENDENT CAPABILITY-ALIGNED COMPANIES 1 As reported in 2025A earnings release and excludes any allocation of corporate costs. $850m2025A Revenue$850m2025A Revenue$172m12025A Adj. EBITDA$172m12025A Adj. EBITDA~20%1Adj. EBITDA Margin~20%1Adj. EBITDA MarginFast growing and focused food processing market leader with a best-in-class financial profileBusiness will benefit from its own capital structure, investor base and acquisition currencyStrong M&A pipelineand actionable organic initiatives support a significant growth opportunity and ability to quickly scale Innovation leader with portfolio of cooking and beverage solutions across Commercial Foodservice end-markets Positioned to accelerate sales growth,capitalizing on next generation product introductions and growth into new, attractive markets Top-tier margins and cash generation combined with further opportunities to scale in the market $2.4bn2025A Revenue$2.4bn2025A Revenue$627m12025A Adj. EBITDA$627m12025A Adj. EBITDA~27%1Adj. EBITDA Margin~27%1Adj. EBITDA Margin $733m2025A Revenue$733m2025A Revenue$80m12025A Adj. EBITDA$80m12025A Adj. EBITDA~11%1Adj. EBITDA Margin~11%1Adj. EBITDA MarginIconic market-leading premium brands in kitchen equipment across Residential end-markets, sold into diversified global network of thousands of specialty dealersFocused on attractive R&R segment, exhibiting long-term growth due to secular trends around the increased premiumization of kitchens & outdoor spacesAccelerating momentum and investment via 26North partnership, with upside from quality & service focus, new product launches, and operating initiatives to leveraging scale across platform COMMERCIAL FOODSERVICE
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6 2.5x2.0xQ4 '25 Q4' 24Net Leverage of 2.5x11) As defined in the credit agreement $710m in Share Repurchases FY 2025 & $250m YTD Feb 2026•Repurchased 4.9m shares, or ~9% of equity•Average purchase price of $144.50/share•YTD Feb 2026 repurchases ~$250m•5.2m shares remaining under repurchase authorization•Target majority of annual free cash flow towards repurchases•Expect to reduce shares outstanding by 6-8% annually•Repurchases balanced with prudent debt leverage SHARE REPURCHASE UPDATE
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7 RESIDENTIAL KITCHEN JV ACCOUNTINGFinancial Reporting Summary of Residential Transaction•Residential Kitchen results reported as discontinued operations as of Q4 2025 with all prior periods restated for comparability•The assets of the Residential Kitchen business are reported as assets held for sale in Q4 2025•Middleby’s Q1 2026 balance sheet includes 49% minority investment of Residential Kitchen JV and $135 million note receivable from JV•Middleby’s statement of earnings will capture the non-controlling interest one quarter in arrears•Middleby’s non-GAAP Adjusted net earnings and Adjusted EPS will exclude the non-controlling interest given the results are no longer core operationsQ4 2025 & FY 2025 Financials Restated to exclude Residential Business
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8 FINANCIAL RESULTS2025 PROFORMA REVENUE BY SEGMENT22025 PROFORMA REVENUE BY REGION2Commercial73%Food Processing27%United States and Canada67%Asia8%Europe and Middle East20%Latin America5% Q4 & FY 2025 Financial Results1% Change FY ’24FY ’25% ChangeQ4 ’24Q4 ’25(US$ millions)1.6%$3,150.2$3,201.24.5%$828.8$866.4Net Sales_1,251.81,251.91.5%331.3336.2Gross Profit39.7%39.1%40.0%38.8%% of Net Sales(10.7)%644.1574.9(17.6)%181.7149.8Operating Income(12.8)%421.0367.3(26.9)%117.886.1Net Earnings(9.1)%791.9719.5(12.9)%226.2197.1Adjusted EBITDA25.1%22.5%27.3%22.7%% of Net Sales(4.3)%$8.77$8.39(15.4)%$2.53$2.14Adjusted EPS1All results presented are on a continuing operations basis2 Revenues adjusted to depict estimated results if ownership of acquired businesses was effective for the entire year. Excludes Residential Kitchen Business restated as Discontinued Operations
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9 Adj EPS$2.19-2.34$2.42Adj EBITDA $200-210 million$219 millionRESULTS VS GUIDANCE – Q4 & FY 2025 Q4 2025 Results in Comparison to Guidance Prior to Restatement of Residential Business to Discontinued Operations Q4 2025 ActualsQ4 2025 GuidanceTotal Revenue$602 million$570-580 millionCommercial Foodservice$201 million$180-190 millionResidential Kitchen$265 million$240-250 millionFood ProcessingQ4 2025 results on historical basis in comparison to guidance exceeded high end of rangeResults CommentaryFY 2025 GuidanceFY 2025 Actuals$779-789 million$3.85-3.89 million$3.93 million$8.99-9.14$798 million$9.27•Commercial Foodservice sales were driven by strength in the U.S. dealer channel•Food Processing achieved record sales, supported by recent acquisitions and stronger backlog conversion•Residential Kitchen performance was led by solid demand in the U.K. and U.S. dealer-based sales•Adjusted EBITDA increased on higher volumes, partially offset by tariff-related headwinds•Adjusted EPS beat was driven by higher revenues and benefit of share repurchase activity$1,068 million$990-1,020 millionQ4 2025 ActualsQ4 2025 Guidance
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10 COMMERCIAL FOODSERVICE RESULTSQ4 & FY 2025 Financial Results% Change FY ’24FY ’25% ChangeQ4 ’24Q4 ’25(In Millions, Except Percentages)(1.2)%$2,380.4$2,351.00.7%$597.4$601.7Net Sales(1.7)%(0.1)%Organic Net Sales Growth(4.3)%654.5626.7(6.3)%167.6157.0Adjusted EBITDA27.5%26.7%28.1%26.1%Adjusted EBITDAas % of Net Sales26.6%26.1%Organic Adjusted EBITDAas % of Net SalesRevenue and Growth(1.4)%$1,705.9$1,681.90.4%$420.0$421.8U.S. and Canada(0.8)%674.5669.11.4%177.4179.9International Results Commentary•U.S. dealer channel delivered double-digit quarterly & H2 growth, led by broad market demand, institutional customers, and emerging chains•Large QSR and C-Store segments experienced double-digit declines during FY 2025 due to reduced foot traffic and cost pressures. However, the declines in these segments improved slightly in Q4, attributed to increased replacement orders and new product adoption.•Increasing order activity and backlog for ice and beverage equipment tied to menu expansion planned for 2026•Margins were pressured by tariffs and unfavorable customer mix•Equipment and parts price increases have been implemented to offset tariff impacts
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11 COMMERCIAL FOODSERVICE –2025 REVENUE COMPOSITION QSR24% (-1%)FAST CASUAL8% (-)PIZZA4% (+1%)RETAIL5% (-1%)C-STORE5% (-1%)HEALTHCARE7% (+1%)INSTITUTIONAL5% (-)CASUAL DINING8% (-1%)TRAVEL & LEISURE4% (+1%)INDEPENDENT13% (+1%)PARTS17% (-)REVENUE BY CUSTOMER SEGMENT(Change in mix from 2024)•Strong growth with US-based dealer businesses realized in H2 2025 driven by share gains and pent-up demand with independent restaurants, travel & leisure, and institutional customers•Growth with Fast Casual and Emerging chains continued as this segment continues to outperform market and with new store openings•QSR, Pizza, C-Store & Casual Dining chains declined in Q4 & FY 2025 due to reduced traffic and increased operational expenses, resulting in lower capital investments – although improvements realized in later part of 2025 expected to trend into 2026•Regional growth in international markets primarily fueled by the expansion of independent and fast casual concepts COMMENTARY
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12 COMMERCIAL FOODSERVICE –2025 REVENUE COMPOSITION PARTS17% (-)NEW BUILD35% (-2%)REPLACEMENT & UPGRADE39% (+2%)MENU DRIVEN9% (-)REVENUE BY DEMAND REQUIREMENT(Change in mix from 2024)•New construction activity, primarily within QSR, slowed in 2025 as operators faced softer traffic and addressed store opening costs and re-assessed footprint strategies•Challenging market conditions led to continuing deferral of replacement cycle with initial signs of inflection in certain segments and future benefit anticipated from pent-up demand as conditions improve•Menu expansion is accelerating into 2026 as COVID-era simplification reverses to drive traffic, with particularly strong momentum in beverage initiatives across QSR and other segments•Deferred preventative maintenance spending in 2025 impacting service parts as customers reacted to operating cost pressures, which is expected to normalize in future periods COMMENTARY
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13 FOOD PROCESSING RESULTSQ4 & FY 2025 Financial Results•Strong organic order growth of 66% in Q4 2025 following tariff disruption, including several large Total Line Solution projects•Poultry and snacks remain strong, while hot dog/sausage, bacon and bakery categories have improving conditions•Investments in international infrastructure and synergies from expanded portfolio with recent acquisitions are resulting in new revenue opportunities outside of the USA market•Organic margins impacted by disruption in order timing resulting in production inefficiencies and higher costs due to tariffs•Pricing and operating initiatives offsetting tariff impacts for start of FY 2026 Results Commentary% Change FY ’24FY ’25% ChangeQ4 ’24Q4 ’25(In Millions, Except Percentages)10.4%$769.8$850.214.4%$231.4$264.7Net Sales(4.5)%1.3%Organic Net Sales Growth(12.8)%196.8171.5(15.2)%68.458.0Adjusted EBITDA25.6%20.2%29.6%21.9%Adjusted EBITDAas % of Net Sales21.1%23.1%Organic Adjusted EBITDAas % of Net SalesRevenue and Growth6.7%$447.9$477.96.7%$130.2$138.9U.S. and Canada15.7%321.9372.324.3%101.2125.8International
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14 MIDDLEBY FOOD PROCESSING Premier Platform Built Through Organic and Acquisition Driven GrowthBuilding PlatformProtein Thermal Processing Leader2005 – Alkar Acquisition Enter Baking Category2012 – Auto-Bake & Stewart Systems Open Bakery Innovation Center 2017 – Plano, TXExpansion of Global Capabilities 2023 – India Manufacturing EngineeringProtein Innovation Center Launch2019 – Chicago, ILEnter Snack & Tortilla TLS2024 – Acquisition of JC FordAutomated Washing & Sanitation Solutions2022 – Acquisition of Colussi ErmesPoultry Total Solution Introduction2026 – Release of the Complete Line Mark SalmanMark Salman is President of Middleby’s Food Processing Group, and a member of the company’s executive leadership team. Since 2018, he has led significant revenue growth, margin expansion, and strategic M&A, helping scale the business to over $850m in revenue. Mark brings decades of global food processing and bakery industry leadership experience.Mark SalmanMark Salman is President of Middleby’s Food Processing Group, and a member of the company’s executive leadership team. Since 2018, he has led significant revenue growth, margin expansion, and strategic M&A, helping scale the business to over $850m in revenue. Mark brings decades of global food processing and bakery industry leadership experience. Pure-Play Leader in Food Processing Technology Future CEO FPG
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15 56%31%9%4%US / CanadaEMEALatin AmericaAPAC52%38%10%ProteinBakerySnack MIDDLEBY FOOD PROCESSING AT A GLANCEBy the Numbers Diverse & Large End-Markets•Bacon•Deli / lunch meat•Egg bites•Poultry•Philly steak•Charcuterie•Sausage / hot dog•Sous vide$850mRevenue$850mRevenue$172mAdj. EBITDA$172mAdj. EBITDA20%1Adj. EBITDA Margin20%1Adj. EBITDA Margin60%40%Equipment & InstallationAftermarket Parts & Service34Acquisitions Since 2005•Artisan / flatbread•Biscuits / crackers•Bread •Buns•Cakes / muffins•Energy bars•Pizza / pastries•Pet food•Tortilla / snacksFY’25 RevenuesEquipment vs. Aftermarket Market Category GeographyCategory LeaderGrowing Solutions inTargeted Food CategoriesProtein Bakery & Snack1 As reported in 2025A earnings release and excludes any allocation of corporate costs30+ YearsMedian Tenure of Top 10 Customers
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16 FOOD PROCESSING ORDERS & BACKLOG Orders (in $mm)Results Commentary•Strong Q4 organic order intake with 66% growth over prior year following H1 deferrals with tariff impact and uncertainties•Backlog increased driven by total line solutions and international expansion•Automation and Total Line Solutions in demand to address labor costs and production efficiencies•Favorable long-term outlook in bakery, protein and snack foods categories, with near-term improvements across most served marketsBacklog (in $mm)1Organic Growth 35% $702$945FY '24 FY '2585% $173$322Q4 '24 Q4 '2559% $258$410Q4 '24 Q4 '25+66%¹ +18%¹+36%¹
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17 FINANCIAL OUTLOOK – Q1 2026 1Underlying assumption of Q1 QTD shares repurchases reflecting approx. $300m in stock at February avg stock price Growth v MidpointQ1 2025 actualsQ1 2026 Guidance6%$731 million$760-788 millionTotal Revenue1%Organic growth 1%$563 million$560-578 millionCommercial Foodservice22%Organic growth +10-15%$168 million$200-210 millionFood Processing4%$162 million$161-173 millionAdjusted EBITDA(3)%$152 million$142-152 millionCommercial Foodservice30%$30 million$37-41 millionFood Processing5%$1.87$1.90-2.02Adjusted EPS1
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18 FINANCIAL OUTLOOK – FY 2026 1FY 2026 Adjusted EPS Guidance is the sum of the four quarters of Adjusted EPS, with an underlying assumption of Q1 QTD shares repurchases of $300m at February avg stock price and Q2 – Q4 of $100m each respectively Growth v MidpointFY 2025 actuals2026 Guidance4%$3.20 billion$3.27-3.36 billionTotal Revenue2%Organic growth +1-3%$2.35 billion$2.37-2.43 billionCommercial Foodservice7%Organic growth +4-6%$850 million$895-925 millionFood Processing6%$720 million$745-780 millionAdjusted EBITDA3%$627 million$632-658 millionCommercial Foodservice15%$172 million$186-208 millionFood Processing11%$8.39$9.20-9.36Adjusted EPS1
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19 2026 ADJUSTED EPS GUIDANCE BRIDGE 2025 EPS with ResidentialResidentialKitchen2025 Continuing EPSOrganic EPS GrowthIncreased Interest Expense Due to Convertible Note MaturityBenefit from Share Repurchase – Residential ProceedsCarryover from 2025 Share RepurchaseStock Comp2026 EPS Guidance -Midpoint(0.88)8.39 1.08 (0.34)0.45 0.10 (0.40)9.28 9.27
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20 TARIFF COMMENTS AND OUTLOOK•Updated projected annual tariff cost impact for continuing operations is estimated between $90 million and $100 million•Approximately $7 million of tariff headwind in Q4 2025; $21 million FY 2025 within continuing operations•Tariff impact to be fully offset for start of FY 2026 through operating initiatives and price increases implemented in Q3 2025 and Q1 2026•The preliminary impact of the recent Supreme Court decision regarding IEEPA tariffs is not expected to significantly alter our 2026 outlook, given the anticipated offsetting trade measures and mitigation actions that have already been implemented•Anticipated long-term market-share gains by leveraging our U.S. and global manufacturing footprint Large U.S. manufacturing footprint and global scale positions Middleby to navigate tariffs and gain market share
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SAVE THE DATEINVESTOR DAYMAY 12, 2026NEW YORK CITYDETAILS AND FORMAL INVITATION TO FOLLOW