MIDDLEBY Corp

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a)

OF THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. )

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Middleby Corp.

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This is Middleby

Middleby is a global leader in the foodservice industry. The company develops and manufactures a broad line of solutions used in commercial foodservice and food processing. Middleby showcases its advanced solutions in the Middleby Innovation Kitchens for commercial foodservice, and industrial baking and protein Innovation Centers for food processing solutions.

We are committed to delivering new, innovative solutions to the markets we serve, which are quickly evolving in both of our business segments. These innovations deliver speed, versatility, automation, safety, energy savings and other sustainable operating benefits to our customers.

While we are dedicated to our global customer base, Middleby also prioritizes connecting with the communities where we live and work through philanthropic efforts and sustainable initiatives. We endeavor to set the standard for tomorrow, with a goal of serving excellence in everything we do today.

Commercial Foodservice Middleby is the worldwide leader in innovative solutions for commercial foodservice. We develop and manufacture advanced cooking, warming, and beverage equipment, along with innovative IoT and automation solutions to enhance operations for commercial foodservice operators. Middleby brands can be found in a wide array of foodservice businesses, including quick service, fast casual, pizza, independent restaurants, casual and fine dining establishments, grocery and convenience stores and institutional commissaries and stadiums.

Food Processing Middleby develops innovative, industry-leading solutions for industrial protein processing, high-volume baking, snack food, packaging and other specialty areas where automated and large scale food production is required. With a broad offering of highly respected brands and advanced technologies, Middleby has the ability to fully integrate a wide array of total line solutions to deliver efficiency, flexibility, quality and consistency.

May 19, 2026

3:00 p.m. CDT

**Virtual Meeting

www.virtualshareholdermeeting.com/MIDD2026

NOTICE

of Annual Meeting of Stockholders

The Annual Meeting of Stockholders of The Middleby Corporation will be held for the following purposes:

AGENDA

RECORD DATE:

March 20, 2026

By Order of the Board of Directors

Michael D. Thompson

General Counsel and Secretary

WHO MAY VOTE:

Your vote is important to us. Even if you plan to attend the Annual Meeting virtually, we urge you to return your proxy promptly. For more information about how to vote, please see “Information About the Annual Meeting,” which begins on page 58.

HOW TO ATTEND:

To attend and register for the virtual meeting, please see “Information About the Annual Meeting,” which begins on page 58.

DELIVERY OF ANNUAL MEETING MATERIALS:

The Notice of Internet Availability of Proxy Materials, this Proxy Statement, and Middleby’s Annual Report on Form 10-K for the fiscal year ended January 3, 2026, are being distributed or made available to stockholders on or about April 8, 2026.

We are holding the Annual Meeting virtually. In order to attend and participate in the Annual Meeting, you will need the 16-digit control number included on your Notice of Internet Availability of Proxy Materials, proxy card, or voting instruction card. You may also ask questions and vote online by following the instructions provided at www.virtualshareholdermeeting.com/MIDD2026 during the Annual Meeting. A list of stockholders entitled to vote at the annual meeting will be available for stockholders as of the record date upon request by sending an email to legal@middleby.com.

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