What the changes say
- The company reported $2.2 billion in borrowings and $4.5 million in letters of credit as of January 3, 2026.
- Goodwill and indefinite life intangibles represent 28% and 13% of total assets, respectively.
- The company completed the sale of a 51% stake in its Residential Kitchen business to 26North Partners LP on February 2, 2026.
What changed since the prior 10-K
New
- NewBusiness and Operational Risks
The company now has and may continue to have a significant amount of indebtedness. At January 3, 2026, the company had $2.2 billion of borrowings and $4.5 million in letters of credit outstanding
The company carries significant indebtedness of $2.2 billion in borrowings and $4.5 million in letters of credit as of January 3, 2026, which restricts financial flexibility.
- NewBusiness and Operational Risks
The company has a significant amount of goodwill and indefinite life intangibles, which have in the past, and could in the future, become impaired and require us to record significant impairment charges
Goodwill and indefinite life intangibles represent 28% and 13% of total assets, exposing the company to significant impairment charges following the sale of a 51% stake in the Residential Kitchen business.
Dropped
- DroppedBusiness and Operational Risks
The company’s level of indebtedness could adversely affect its business, results of operations and growth strategy
- DroppedBusiness and Operational Risks
The conditional conversion feature of the Convertible Notes, if triggered, may adversely affect the company's financial condition and operating results
- DroppedBusiness and Operational Risks
The capped call transactions expose the company to counterparty risk and may affect the value of the company's common stock
Indebtedness details regarding the $2.4 billion borrowings and Convertible Notes.
- DroppedBusiness and Operational Risks
The company has a significant amount of goodwill and indefinite life intangibles could suffer losses due to asset impairment charges
- DroppedBusiness and Operational Risks
technologies and products. Consequently, there can be no assurance that the company will develop new technologies superior to the company’s current technologies or successfully bring new products to market
Reworded
- 57% rewritten
Current and future economic conditions could materially adversely affect the company’s business and financial performance
Added a specific mention of recent significant trade policy and tariff actions by the U.S.
- 56% rewrittenTax, Legal and Regulatory Risks
Unfavorable tax law changes and tax authority rulings may adversely affect financial results
Removed the specific implementation timeline reference for the OECD Pillar II global minimum tax.
- 37% rewrittenStrategic and Organizational Risks
The company may not be able to successfully integrate any operations, personnel, services or products that it has acquired or may acquire in the future
Added details regarding the agreement to sell a 51% stake in the Residential Kitchen business to 26North Partners LP.
- 28% rewrittenBusiness and Operational Risks
The company’s Credit Facility (as defined below) limits its ability to conduct business, which could negatively affect the company’s ability to finance future capital needs and engage in other business activities
Updated references from 'existing credit agreement' to 'Credit Facility'.
Was: The company’s current credit agreement limits its ability to conduct business, which could negatively affect the company’s ability to finance future capital needs and engage in other business activities
- 27% rewrittenStrategic and Organizational Risks
The company’s business could suffer in the event of a work stoppage by its unionized labor force
Updated union contract expiration dates and added a facility in Englewood, Colorado.
- 27% rewrittenBusiness and Operational Risks
The company is subject to risks associated with developing products and technologies, which could delay product introductions and result in significant expenditures
Minor phrasing adjustments without substantive changes to product development risks.
- 23% rewrittenBusiness and Operational Risks
These restrictive covenants, among others, could negatively affect the company’s ability to finance its future capital needs, engage in other business activities or withstand a future downturn in the company’s business or the economy
Updated references from 'current credit agreement' to 'Credit Facility'.
All 35 risk factors
Headings as the filing states them, in filing order.
Other
- 01Current and future economic conditions could materially adversely affect the company’s business and financial performance57% rewritten
- 02The company is subject to currency fluctuations and other risks from its operations outside the United States
Business and Operational Risks
- 03The company now has and may continue to have a significant amount of indebtedness. At January 3, 2026, the company had $2.2 billion of borrowings and $4.5 million in letters of credit outstandingNew
- 04The company’s Credit Facility (as defined below) limits its ability to conduct business, which could negatively affect the company’s ability to finance future capital needs and engage in other business activities28% rewritten
- 05These restrictive covenants, among others, could negatively affect the company’s ability to finance its future capital needs, engage in other business activities or withstand a future downturn in the company’s business or the economy23% rewritten
- 06Fluctuations in interest rates could adversely affect the company's results of operations and financial position
- 07The company has a significant amount of goodwill and indefinite life intangibles, which have in the past, and could in the future, become impaired and require us to record significant impairment chargesNew
- 08The company's defined benefit pension plans are subject to financial market risks that could adversely affect the company's results of operations and cash flows
- 09The company faces intense competition in the commercial foodservice and food processing equipment industries and failure to successfully compete could impact the company’s results of operations and cash flows
- 10The company is subject to risks associated with developing products and technologies, which could delay product introductions and result in significant expenditures27% rewritten
- 11The company depends on key customers for a material portion of its revenues. As a result, changes in the purchasing patterns or loss of one or more key customers could adversely impact the company’s operating results
- 12Price increases in some materials and disruptions in supply could affect the company’s profitability
- 13The company faces risks related to health epidemics and other widespread outbreaks of contagious disease, which could significantly disrupt its operations and impact its operating results
- 14The company may be the subject of product liability claims or product recalls, and it may be unable to obtain or maintain insurance adequate to cover potential liabilities
- 15An increase in warranty expenses could adversely affect the company’s financial performance
- 16The company’s financial performance is subject to significant fluctuations
- 17The company may be unable to manage its growth
Strategic and Organizational Risks
- 18The company’s acquisition, investment and alliance strategy involves risks. If the company is unable to effectively manage these risks, its business will be materially harmed
- 19The company may not be able to successfully integrate any operations, personnel, services or products that it has acquired or may acquire in the future37% rewritten
- 20An inability to identify or complete future acquisitions could adversely affect future growth
- 21Expansion of the company’s international operations involves special challenges that it may not be able to meet. The company’s failure to meet these challenges could adversely affect its business, financial condition and operating results
- 22In addition, the company is and will be required to comply with the laws and regulations of foreign governmental and regulatory authorities of each country in which the company conducts business
- 23The impact of future transactions on the company’s common stock is uncertain
- 24We are pursuing a plan separate our Food Processing business through a spin-off into an independent publicly traded company. The proposed spin-off may not be completed on the timeline currently contemplated or at all and may not achieve the intended benefits
- 25The company’s business could suffer in the event of a work stoppage by its unionized labor force27% rewritten
- 26The company depends significantly on its key personnel
Technology and Cybersecurity Risks
- 27The company may not be able to adequately protect its intellectual property rights, which may materially harm its business
- 28Any infringement by the company of a third party's patent rights could result in litigation and adversely affect its ability to provide, or could increase the cost of providing, the company’s products and services
- 29The company is subject to information technology system failures, network disruptions, cybersecurity attacks and breaches in data security, which may materially adversely affect the company’s operations, financial condition and operating results
Tax, Legal and Regulatory Risks
- 30The company may be subject to litigation, tax, and other legal compliance risks
- 31The company’s reputation, ability to do business, and results of operations may be impaired by the improper conduct of any of its employees, agents, or business partners
- 32The company is subject to potential liability under environmental laws
- 33We are subject to risks associated with climate change legislation, regulation and international accords. In addition, failure to achieve or demonstrate progress towards our climate goals may expose us to liability and reputational harm
- 34Unfavorable tax law changes and tax authority rulings may adversely affect financial results56% rewritten
- 35The trading price of the company's common stock has been volatile, and investors in the company's common stock may experience substantial losses
Other Middleby 10-Ks
- FY2024 10-K risk factors38 risks
The risk section is dominated by financial leverage with $2.4 billion in borrowings, extensive international trade exposures, and execution risks surrounding the planned 2026 spin-off of the Food Processing business.
Filed Feb 26, 2025
About this page
The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.