As filed with the Securities and Exchange Commission on June 8, 2021

No. 333-256653

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT NO. 1

TO

FORM S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

THE MIDDLEBY CORPORATION

(Exact name of registrant as specified in its charter)

1400 Toastmaster Drive

Elgin, Illinois, 60120

(847) 741-3300

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Timothy J. FitzGerald

Chief Executive Officer

The Middleby Corporation

1400 Toastmaster Drive

Elgin, Illinois 60120

(847) 741-3300

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies of all communications, including communications sent to agent for service, should be sent to:

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this Registration Statement is declared effective and all other conditions to the proposed merger contemplated by the Agreement and Plan of Merger dated as of April 20, 2021, described in the joint proxy statement/prospectus contained herein, have been satisfied or waived.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.  ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)  ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)  ☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until this registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this joint proxy statement/prospectus is not complete and may be changed. We may not distribute the Middleby Common Stock being registered pursuant to this joint proxy statement/prospectus until the registration statement filed with the Securities and Exchange Commission is effective. This joint proxy statement/prospectus does not constitute an offer to distribute or a solicitation of an offer to receive any securities in any jurisdiction where an offer or solicitation is not permitted.

PRELIMINARY—SUBJECT TO COMPLETION—DATED JUNE 8, 2021

MERGER PROPOSAL—YOUR VOTE IS VERY IMPORTANT

Dear Stockholders of The Middleby Corporation and Welbilt, Inc.:

On behalf of the boards of directors of The Middleby Corporation (“Middleby”) and Welbilt, Inc. (“Welbilt”), we are pleased to enclose the accompanying joint proxy statement/prospectus relating to the merger of Middleby and Welbilt. We are requesting that you take certain actions as a Middleby or Welbilt stockholder.

On April 20, 2021, Middleby, Middleby Marshall Inc., a Delaware corporation and wholly owned, direct subsidiary of Middleby (“Acquiror”), Mosaic Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of Acquiror (“Merger Sub”), and Welbilt entered into an Agreement and Plan of Merger (as amended from time to time, the “Merger Agreement”), providing for the merger of Merger Sub with and into Welbilt, with Welbilt surviving the merger (the “Merger”) as an indirect wholly owned subsidiary of Middleby. In the Merger, Welbilt stockholders will be entitled to receive, in exchange for each share of Welbilt common stock, par value $0.01 per share (“Welbilt Common Stock”), owned by them immediately prior to such Merger, 0.1240 shares of Middleby common stock, par value $0.01 per share (“Middleby Common Stock”), with cash paid in lieu of the issuance of any fractional shares, which we refer to collectively as the merger consideration.

Middleby and Welbilt will each hold special meetings of their respective stockholders in connection with the proposed Merger (respectively, the “Middleby Special Meeting” and “Welbilt Special Meeting”).

At the Middleby Special Meeting, holders of Middleby Common Stock (the “Middleby stockholders”) will be asked to vote on proposals to (i) approve the issuance of shares of Middleby Common Stock to the holders of Welbilt Common Stock (the “Welbilt stockholders”) in connection with the Merger pursuant to the terms of the Merger Agreement (the “Stock Issuance Proposal”); and (ii) to consider and approve an amendment to Middleby’s Restated Certificate of Incorporation (as amended, the “Middleby Charter”) to increase the number of authorized shares of Middleby Common Stock from 95,000,000 shares to 150,000,000 shares, a copy of such amendment is attached as Annex E to the accompanying joint proxy statement/prospectus (the “Middleby Authorized Share Issuance Proposal”); and (iii) approve the adjournment of the Middleby Special Meeting to solicit additional proxies if a quorum is not present or if there are not sufficient votes cast at the Middleby Special Meeting to approve the Stock Issuance Proposal (the “Middleby Adjournment Proposal”). Approval of the Stock Issuance Proposal requires the affirmative vote of a majority of the Middleby Common Stock entitled to vote thereon and present in person or represented by proxy at the Middleby Special Meeting. Approval of the Middleby Adjournment Proposal requires the affirmative vote of a majority of the Middleby Common Stock entitled to vote thereon and present in person or represented by proxy at the Middleby Special Meeting. Under the Fourth Amended and Restated Bylaws of Middleby, virtual attendance at the special meeting constitutes presence in person for purposes of the vote required.

Contemporaneously and in connection with the execution of the Merger Agreement, Middleby entered into a support agreement (the “Icahn Support Agreement”) (a copy of which is attached as Annex D to this joint proxy statement/prospectus) with certain Welbilt stockholders affiliated with Carl C. Icahn (such stockholders are referred to herein collectively as the “Icahn Stockholders”), pursuant to which the Icahn Stockholders agreed, among other things, subject to the terms and conditions thereof, to vote all of the shares of the Welbilt Common Stock held by the Icahn Stockholders as of such date in favor of the Merger Proposal at the Welbilt Special Meeting. For more information, please see “The Merger Agreement—Icahn Support Agreement.” For more information regarding the security ownership of the Icahn Stockholders, please see “Certain Beneficial Owners of Welbilt Common Stock.”

The Middleby Special Meeting will be held virtually at www.virtualshareholdermeeting.com/MIDD2021SM, on July 21, 2021, at 10:30 a.m., Central Time. Middleby’s board of directors (the “Middleby Board”) unanimously recommends that Middleby stockholders vote “FOR” the Stock Issuance Proposal, “FOR” the Middleby Authorized Share Issuance Proposal and “FOR” the Middleby Adjournment Proposal.

At the Welbilt Special Meeting, Welbilt stockholders will be asked to vote on proposals to (i) adopt the Merger Agreement (the “Merger Proposal”), (ii) approve, on a non-binding advisory basis, the compensation that may be paid or become payable to Welbilt’s named executive officers that is based on or otherwise relates to the Merger (the “Advisory Compensation Proposal”) and (iii) approve the adjournment of the Welbilt Special Meeting to solicit additional proxies if a quorum is not present or there are not sufficient votes cast at the Welbilt Special Meeting to approve the Merger Proposal (the “Welbilt Adjournment Proposal”). Approval of the Merger Proposal requires the affirmative vote of the holders of a majority of the outstanding shares of Welbilt Common Stock entitled to vote on the proposal. Approval of the Welbilt Adjournment Proposal and the Advisory Compensation Proposal requires the affirmative vote of the holders of a majority of the Welbilt Common Stock entitled to vote thereon and present in person or represented by proxy at the Welbilt Special Meeting. Virtual attendance by stockholders of record at the special meeting constitutes presence in person for purposes of the vote required.

The Welbilt Special Meeting will be held virtually at www.virtualshareholdermeeting.com/WBT2021SM, on July 21, 2021, at 1:00 p.m., Eastern Time. The board of directors of Welbilt (the “Welbilt Board”) unanimously recommends that Welbilt stockholders vote “FOR” the Merger Proposal, “FOR” the Advisory Compensation Proposal and “FOR” the Welbilt Adjournment Proposal.

If the Merger is completed, at the effective time of the Merger (the “Effective Time”), each issued and outstanding share of Welbilt Common Stock as of immediately prior to the Effective Time that is eligible to be converted into Middleby Common Stock in accordance with the terms of the Merger Agreement will convert automatically into the right to receive 0.1240 shares of Middleby Common Stock (the “Exchange Ratio”), with cash paid in lieu of the issuance of fractional shares, if any. Although the number of shares of Middleby Common Stock that Welbilt stockholders will receive in exchange for their shares of Welbilt Common Stock is fixed, the market value of the merger consideration will fluctuate with the market price of Middleby Common Stock and will not be known at the time Welbilt stockholders vote to adopt the Merger Agreement or at the time Middleby stockholders vote to approve the Stock Issuance Proposal. Based on the closing price of Middleby Common Stock on the NASDAQ Global Select Market (“NASDAQ”) on April 20, 2021, the last trading day before the public announcement of the parties entering into the Merger Agreement, the exchange ratio represented approximately $20.69 in value for each share of Welbilt Common Stock. Based on the closing price of Middleby Common Stock on NASDAQ on [                ], 2021, the last practicable trading day before the date of the accompanying joint proxy statement/prospectus, the exchange ratio represented approximately $[                ] in value for each share of Welbilt Common Stock. Based on the estimated number of shares of Middleby Common Stock and estimated number of shares of Welbilt Common Stock, as well as the outstanding equity awards of the parties, that will be outstanding immediately prior to the consummation of the Merger, we estimate that, upon consummation of the Merger, Middleby stockholders as of immediately prior to the Merger will hold approximately 76%, and Welbilt stockholders as of immediately prior to the Merger will hold approximately 24%, of the issued and outstanding shares of Middleby Common Stock (in each case based on fully diluted shares outstanding of each company). We urge you to obtain current market quotations for Middleby Common Stock (trading symbol “MIDD”) and Welbilt Common Stock (trading symbol “WBT”).

The obligations of Middleby and Welbilt to complete the Merger are subject to the satisfaction or waiver of a number of conditions set forth in the Merger Agreement, a copy of which is attached as Annex A to the accompanying joint proxy statement/prospectus. The accompanying joint proxy statement/prospectus describes the Middleby Special Meeting and the proposals to be considered thereat, the Welbilt Special Meeting and the proposals to be considered thereat, the Merger and the documents and agreements related to the Merger. It also contains or references information about Middleby and Welbilt and certain related agreements and matters. Please carefully read the entire accompanying joint proxy statement/prospectus prior to voting, including “Risk Factors” beginning on page 37, for a discussion of the risks relating to the proposed Merger. You also can obtain information about Middleby and Welbilt from documents that each has filed with the Securities and Exchange Commission. Please see “Where You Can Find More Information” beginning on page 217 of the accompanying joint proxy statement/prospectus for how you may obtain such information.

Sincerely,

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued in connection with the Merger described in the accompanying joint proxy statement/prospectus or determined if the accompanying joint proxy statement/prospectus is accurate or complete. Any representation to the contrary is a criminal offense.

The accompanying joint proxy statement/prospectus is dated [                ], 2021 and is first being mailed to Middleby stockholders of record and Welbilt stockholders of record on or about [                ], 2021.

1400 Toastmaster Drive

Elgin, Illinois, 60120

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

OF

THE MIDDLEBY CORPORATION

TO BE HELD ON JULY 21, 2021

To the Stockholders of The Middleby Corporation:

You are cordially invited to attend the special meeting of stockholders (the “Middleby Special Meeting”) of the Middleby Corporation (“Middleby”) virtually, to be held at 10:30 a.m., Central Time, on July 21, 2021 virtually at www.virtualshareholdermeeting.com/MIDD2021SM, for the following purposes:

Middleby will transact no other business at the Middleby Special Meeting or any adjournment or postponement thereof, except such business as may properly be brought before the Middleby Special Meeting or any adjournment or postponement thereof, by or at the direction of the board of directors of Middleby (the “Middleby Board”) in accordance with Middleby’s Fourth Amended and Restated Bylaws. These items of business are described in the enclosed joint proxy statement/prospectus. The Middleby Board has designated the close of business on June 17, 2021 as the record date (the “Middleby Record Date”) for the purpose of determining the holders of shares of Middleby Common Stock who are entitled to receive notice of, and to vote at, the Middleby Special Meeting and any adjournment or postponement thereof, unless a new record date is fixed in connection with any adjournment or postponement of the Middleby Special Meeting. Only holders of record of Middleby Common Stock at the close of business on the Middleby Record Date are entitled to notice of, and to vote at, the Middleby Special Meeting and at any adjournment or postponement thereof.

The Middleby Board has (i) determined that the Merger Agreement and the other transactions contemplated thereby, including the merger of Merger Sub with and into Welbilt (the “Merger”) and the issuance of Middleby Common Stock contemplated by the Stock Issuance Proposal, are advisable and in the best interests of Middleby and the Middleby stockholders, (ii) authorized and approved Middleby’s execution, delivery and performance of the Merger Agreement in accordance with its terms and Middleby’s consummation of the transactions contemplated thereby, including the Merger and the issuance of Middleby Common Stock contemplated by the Stock Issuance Proposal, (iii) resolved that the approval of the Stock Issuance Proposal be submitted to a vote at a meeting of the holders of Middleby Common Stock and (iv) recommended that the holders of Middleby Common Stock approve the Stock Issuance Proposal. The Middleby Board recommends that holders of Middleby Common Stock vote “FOR” the Stock Issuance Proposal, “FOR” the Middleby Authorized Share Increase Proposal and “FOR” the Middleby Adjournment Proposal.

Properly executed proxy cards with no instructions indicated on the proxy card will be voted “FOR” the Stock Issuance Proposal, “FOR” the Middleby Authorized Share Increase Proposal and “FOR” the Middleby Adjournment Proposal. Even if you plan to attend the Middleby Special Meeting virtually, Middleby requests that you complete, sign, date and return the enclosed proxy card in the accompanying envelope prior to the Middleby Special Meeting to ensure that your shares will be represented and voted at the Middleby Special Meeting if you later decide not to or become unable to attend virtually.

You may also submit a proxy over the Internet using the Internet address on the enclosed proxy card or by telephone using the toll-free number on the enclosed proxy card. If you submit your proxy through the Internet or by telephone, you will be asked to provide the control number from the enclosed proxy card. If you are not a stockholder of record, but instead hold your shares in “street name” through a broker, bank, trust or other nominee, you must provide a proxy executed in your favor from your broker, bank, trust or other nominee in order to be able to vote at the Middleby Special Meeting.

Please vote as promptly as possible, whether or not you plan to attend the Middleby Special Meeting virtually. If your shares are held in the name of a broker, bank, or other nominee, please vote by following the instructions on the voting instruction form furnished by the broker, bank, or other nominee. If you hold your shares in your own name, submit a proxy to vote your shares as promptly as possible by (i) visiting the Internet site listed on the proxy card, (ii) calling the toll-free number listed on the proxy card or (iii) submitting your proxy card by mail by using the self-addressed, stamped envelope provided. Submitting a proxy will not prevent you from voting virtually, but it will help to secure a quorum and avoid added solicitation costs. Any eligible holder of Middleby Common Stock entitled to vote thereon and who is virtually present at the Middleby Special Meeting may vote, thereby revoking any previous proxy. In addition, a proxy may also be revoked in writing before the Middleby Special Meeting in the manner described in this joint proxy statement/prospectus.

The enclosed joint proxy statement/prospectus provides a detailed description of the Merger, the Merger Agreement, and the other matters to be considered at the Middleby Special Meeting. We urge you to read carefully the joint proxy statement/prospectus—including any documents incorporated by reference therein—and the Annexes in their entirety. If you have any questions concerning the Merger or the joint proxy statement/prospectus, would like additional copies or need help voting your shares of Middleby Common Stock, please contact Innisfree M&A Incorporated:

Innisfree M&A Incorporated

501 Madison Avenue, 20th Floor

New York, NY 10022

Stockholders May Call: 1 (877) 717-3926 (toll-free from the U.S and Canada)

or +1 (412) 232-3651 (from other locations)

Banks and Brokers May Call: (212) 750-5833

Elgin, Illinois

[                 ], 2021

WELBILT, INC.

2227 Welbilt Boulevard

New Port Richey, Florida 34655

NOTICE OF SPECIAL MEETING OF

STOCKHOLDERS OF WELBILT, INC.

TO BE HELD JULY 21, 2021

To the Stockholders of Welbilt, Inc.:

You are cordially invited to attend the special meeting of stockholders (the “Welbilt Special Meeting”) of Welbilt, Inc. (“Welbilt”) virtually, to be held at 1:00 p.m., Eastern Time, on July 21, 2021 at www.virtualshareholdermeeting.com/WBT2021SM, for the following purposes:

Welbilt will transact no other business at the Welbilt Special Meeting or any adjournment or postponement thereof, except such business as may properly be brought before the Welbilt Special Meeting or any adjournment or postponement thereof by or at the direction of the Welbilt board of directors (the “Welbilt Board”) in accordance with Welbilt’s Amended and Restated Bylaws. This joint proxy statement/prospectus, of which this notice is a part, describes the proposals listed above in more detail. Please refer to the attached documents, including the Merger Agreement and all other annexes and any documents incorporated by reference, for further information with respect to the business to be transacted at the Welbilt Special Meeting. You are encouraged to read the entire document carefully before voting. In particular, please see the sections entitled “The Merger” beginning on page 52 for a description of the transactions contemplated by the Merger Agreement and “Risk Factors” beginning on page 37 for an explanation of the risks associated with the Merger and the other transactions contemplated by the Merger Agreement.

Approval of the Merger Proposal by the affirmative vote of the holders of a majority of the outstanding shares of Welbilt common stock, par value $0.01 per share (“Welbilt Common Stock”), entitled to vote on the proposal is required to complete the Merger between Welbilt and Merger Sub, as contemplated pursuant to the Merger Agreement (the “Merger”). Holders of Welbilt Common Stock (“Welbilt stockholders”) will also be asked to approve the Advisory Compensation Proposal and the Welbilt Adjournment Proposal. Approval of the Welbilt Adjournment Proposal and the Advisory Compensation Proposal requires the affirmative vote of the holders of a majority of the Welbilt Common Stock entitled to vote thereon and present in person or represented by proxy at the Welbilt Special Meeting.

The Welbilt Board has fixed the close of business on June 17, 2021, as the record date (the “Welbilt Record Date”) for the determination of the Welbilt stockholders entitled to receive notice of, and to virtually vote at, the Welbilt Special Meeting or any adjournment or postponement thereof. The Welbilt stockholders of record as of the close of business on the Welbilt Record Date are the only Welbilt stockholders that are entitled to receive

notice of, and to virtually vote at, the Welbilt Special Meeting and any adjournment or postponement thereof unless a new record date is fixed in connection with any adjournment or postponement of the Welbilt Special Meeting. Regardless of whether there is a quorum, the chairman or any other person presiding over the Welbilt Special Meeting as provided in the Amended and Restated Bylaws of Welbilt (the “Welbilt Bylaws”) or designated by the Welbilt Board (such person, the “Presiding Stockholder Meeting Chair”) may adjourn the Welbilt Special Meeting. In addition, the Welbilt Special Meeting may be postponed by the Welbilt Board in its discretion. For additional information regarding the Welbilt Special Meeting, please see the section entitled “Welbilt Special Meeting” beginning on page 162 of this joint proxy statement/prospectus.

The Welbilt Board, at a meeting duly called and held, has by unanimous vote (i) determined that the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement are advisable and fair to, and in the best interests of, Welbilt and the Welbilt stockholders, (ii) approved, authorized, adopted and declared advisable the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement and (iii) resolved to recommend that the Welbilt stockholders vote in favor of the adoption of the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement. The Welbilt Board unanimously recommends that holders of Welbilt Common Stock vote “FOR” the Merger Proposal, “FOR” the Advisory Compensation Proposal and “FOR” the Welbilt Adjournment Proposal.

Properly executed proxy cards with no instructions indicated on the proxy card will be voted “FOR” the Merger Proposal, “FOR” the Advisory Compensation Proposal and “FOR” the Welbilt Adjournment Proposal. Even if you plan to attend the Welbilt Special Meeting virtually, Welbilt requests that you complete, sign, date and return the enclosed proxy card in the accompanying envelope prior to the Welbilt Special Meeting to ensure that your shares will be represented and voted at the Welbilt Special Meeting if you later decide not to or become unable to attend virtually.

You may also submit a proxy over the Internet using the Internet address on the enclosed proxy card or by telephone using the toll-free number on the enclosed proxy card. If you submit your proxy through the Internet or by telephone, you will be asked to provide the control number from the enclosed proxy card. If you are not a stockholder of record, but instead hold your shares in “street name” through a broker, bank, trust or other nominee, you must provide a proxy executed in your favor from your broker, bank, trust or other nominee in order to be able to vote at the Welbilt Special Meeting.

Please vote as promptly as possible, whether or not you plan to attend the Welbilt Special Meeting virtually. If your shares are held in the name of a broker, bank, or other nominee, please vote by following the instructions on the voting instruction form furnished by the broker, bank, or other nominee. If you hold your shares in your own name, submit a proxy to vote your shares as promptly as possible by (i) visiting the Internet site listed on the proxy card, (ii) calling the toll-free number listed on the proxy card or (iii) submitting your proxy card by mail by using the self-addressed, stamped envelope provided. Submitting a proxy will not prevent you from voting virtually, but it will help to secure a quorum and avoid added solicitation costs. Any eligible holder of Welbilt Common Stock entitled to vote and who is virtually present at the Welbilt Special Meeting may vote, thereby revoking any previous proxy. In addition, a proxy may also be revoked in writing before the Welbilt Special Meeting in the manner described in this joint proxy statement/prospectus.

The enclosed proxy statement/prospectus provides a detailed description of the Merger, the Merger Agreement, and the other matters to be considered at the Welbilt Special Meeting. We urge you to read carefully the proxy statement/prospectus—including any documents incorporated by reference—and the Annexes in their entirety. If you have any questions concerning the Merger Proposal, the Advisory Compensation Proposal, the Welbilt Adjournment Proposal, the Merger or this joint proxy statement/prospectus, would like additional copies, or need help voting your shares of Welbilt Common Stock, please contact:

D.F. King & Co., Inc.

48 Wall Street, 22nd Floor

New York, NY 10005

Stockholders Call (toll-free): (800) 714-3310

Banks and Brokers Call: (212) 269-5550

Email: welbilt@dfking.com

New Port Richey, Florida

[                ], 2021

ABOUT THIS JOINT PROXY STATEMENT/PROSPECTUS

This document, which forms part of a registration statement on Form S-4 filed with the U.S. Securities and Exchange Commission (the “SEC”) by The Middleby Corporation, a Delaware corporation (“Middleby”), constitutes a prospectus of Middleby under Section 5 of the Securities Act of 1933 (as amended, the “Securities Act”) with respect to the shares of Middleby Common Stock to be issued to the stockholders of Welbilt, Inc., a Delaware corporation (“Welbilt”), stockholders pursuant to the Agreement and Plan of Merger, dated as of April 20, 2021 (as amended from time to time, the “Merger Agreement”), by and among Middleby, Middleby Marshall Inc., a Delaware corporation (“Acquiror”), Mosaic Merger Sub, Inc., a Delaware corporation (“Merger Sub”) and Welbilt. This document also constitutes a proxy statement of each of Middleby and Welbilt under Section 14(a) of the Securities Exchange Act of 1934 (as amended, the “Exchange Act”). It also constitutes a notice of meeting with respect to the special meeting of Welbilt stockholders (the “Welbilt Special Meeting”) and the special meeting of Middleby stockholders (the “Middleby Special Meeting”).

You should rely only on the information contained in or incorporated by reference into this joint proxy statement/prospectus. Neither Middleby nor Welbilt have authorized anyone to provide you with information that is different from, or in addition to, that contained in or incorporated by reference into this joint proxy statement/prospectus. This joint proxy statement/prospectus is dated [                ], 2021. The information contained in this joint proxy statement/prospectus is accurate only as of that date or, in the case of information in a document incorporated by reference, as of the date of such document, unless the information specifically indicates that another date applies. Neither the mailing of this joint proxy statement/prospectus to Middleby stockholders and Welbilt stockholders nor the issuance by Middleby of shares of common stock of Middleby, par value $0.01 per share (“Middleby Common Stock”) pursuant to the Merger Agreement will create any implication to the contrary.

This joint proxy statement/prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction to or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction. Middleby has supplied all information contained in this joint proxy statement/prospectus relating to Middleby, and Welbilt has supplied all such information relating to Welbilt. Middleby and Welbilt have both contributed to the information related to the Merger (as herein defined) contained in this joint proxy statement/prospectus.

Unless the context otherwise requires, all references in this joint proxy statement/prospectus to “Middleby” refer to The Middleby Corporation, a Delaware corporation. Unless the context otherwise requires, all references in this joint proxy statement/prospectus to “Welbilt” refer to Welbilt, Inc., a Delaware corporation. All references in this joint proxy statement/prospectus to “Middleby Common Stock” refer to the common stock of Middleby, par value $0.01 per share, and all references in this joint proxy statement/prospectus to “Welbilt Common Stock” refer to the common stock of Welbilt, par value $0.01 per share. All references in this joint proxy statement/prospectus to “Merger Agreement” refer to the Agreement and Plan of Merger, dated as of April 20, 2021, by and among Middleby, Acquiror, Merger Sub, and Welbilt, as it may be amended from time to time, a copy of which is attached as Annex A to this joint proxy statement/prospectus and incorporated by reference herein. All references in this joint proxy statement/prospectus to the “Exchange Ratio” refer to the ratio of 0.1240 shares of Middleby Common Stock per outstanding share of Welbilt Common Stock that will be issued to Welbilt stockholders in connection with the Merger.

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ADDITIONAL INFORMATION

This joint proxy statement/prospectus incorporates by reference important business and financial information about Middleby and Welbilt from other documents that are not included in or delivered with this joint proxy statement/prospectus. For a listing of the documents incorporated by reference into this joint proxy statement/prospectus, see “Where You Can Find More Information.”

You may request copies of this joint proxy statement/prospectus and any of the documents incorporated by reference herein or other information concerning Middleby or Welbilt, without charge, upon written or oral request to the applicable company’s principal executive offices. The respective addresses and phone numbers of such principal executive offices are listed below.

If you would like to request any of the Middleby or Welbilt documents that are incorporated by reference into this joint proxy statement/prospectus, please do so by July 14, 2021 in order to receive them before the Middleby Special Meeting and the Welbilt Special Meeting.

You may also obtain any of the documents incorporated by reference into this joint proxy statement/prospectus without charge through the SEC’s website at www.sec.gov. In addition, you may obtain copies of documents filed by Middleby with the SEC by accessing Middleby’s website at https://middlebycorporation.gcs-web.com/financial-information/sec-filings. You may also obtain copies of documents filed by Welbilt with the SEC by accessing Welbilt’s website at https://ir.welbilt.com/investor-relations/financial-information/sec-filings/default.aspx.

We are not incorporating the contents of the websites of the SEC, Middleby, Welbilt or any other entity into this joint proxy statement/prospectus. We are providing the information about how you can obtain certain documents that are incorporated by reference into this joint proxy statement/prospectus at these websites only for your convenience.

For a more detailed description of the information incorporated by reference in this joint proxy statement/prospectus and how you may obtain it, see “Where You Can Find More Information” beginning on page 217.

In addition, if you have questions about the Merger (as defined below) or this joint proxy statement/prospectus, would like additional copies of this joint proxy statement/prospectus or need to obtain proxy cards or other information related to the proxy solicitation, contact Innisfree M&A Incorporated, the proxy solicitor for Middleby, toll-free at (877) 717-3926 or, for brokers and banks, collect at (212) 750-5833, or D.F. King & Co., Inc., the proxy solicitor for Welbilt, toll-free at (800) 714-3310 or, for brokers and banks, at (212) 269-5550. You will not be charged for any of these documents that you request.

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Table of Contents

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QUESTIONS AND ANSWERS

The following questions and answers briefly address some commonly asked questions about the special meeting of Welbilt stockholders (the “Welbilt Special Meeting”), the special meeting of Middleby stockholders (the “Middleby Special Meeting”) and the Merger. They may not include all the information that is important to Welbilt stockholders and Middleby stockholders. Welbilt stockholders and Middleby stockholders should carefully read this entire joint proxy statement/prospectus, including the annexes and the other documents referred to herein incorporated by reference.

In order to complete the Merger, among other things, Welbilt stockholders must adopt the Merger Agreement in accordance with the General Corporation Law of the State of Delaware (the “DGCL”), and Middleby stockholders must approve the issuance of shares of Middleby Common Stock in connection with the Merger.

This joint proxy statement/prospectus serves as both the proxy statement through which Middleby and Welbilt will solicit proxies to obtain the necessary stockholder approvals for the Merger and the prospectus by which Middleby will issue shares of Middleby Common Stock as consideration in the Merger.

This joint proxy statement/prospectus, which you should carefully read in its entirety, contains important information about the Welbilt Special Meeting and the Middleby Special Meeting, the Merger and other matters.

The Merger Agreement is attached to this joint proxy statement/prospectus as Annex A. For a more complete discussion of the proposed Merger, its effects and the other transactions contemplated by the Merger Agreement, please see “The Merger” elsewhere in this joint proxy statement/prospectus.

Welbilt stockholders will also be asked to (1) approve, on a non-binding advisory basis, the compensation that may be paid or become payable to Welbilt’s named executive officers that is based on or otherwise

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relates to the Merger (the “Advisory Compensation Proposal”); and (2) approve the proposal to adjourn the Welbilt Special Meeting to solicit additional proxies if a quorum is not present or if there are not sufficient votes at the time of the Welbilt Special Meeting to approve the Merger Proposal or to ensure that any supplement or amendment to this joint proxy statement/prospectus is timely provided to Welbilt stockholders (the “Welbilt Adjournment Proposal”).

Your vote is very important, regardless of the number of shares of Welbilt Common Stock that you own. The approval of the Merger Proposal is a condition to the obligations of Middleby and Welbilt to complete the Merger.

Middleby stockholders will also be asked to approve the proposal to adjourn the Middleby Special Meeting to solicit additional proxies if a quorum is not present or if there are not sufficient votes at the time of the Middleby Special Meeting to approve the Stock Issuance Proposal or the Middleby Authorized Share Increase Proposal or to ensure that any supplement or amendment to this joint proxy statement/prospectus is timely provided to Middleby stockholders (the “Middleby Adjournment Proposal”).

Your vote is very important, regardless of the number of shares of Middleby Common Stock that you own. The approval of the Stock Issuance Proposal is a condition to the obligations of each of Middleby and Welbilt to complete the Merger.

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Approval of the Merger Proposal requires the affirmative vote of holders of a majority of the outstanding shares of Welbilt Common Stock as of the Welbilt Record Date entitled to vote on the proposal. Accordingly, a Welbilt stockholder’s abstention from voting or the failure of a Welbilt stockholder to vote (including the failure of a Welbilt stockholder who holds shares in “street name” through a bank, broker, trust or other nominee to give any voting instructions to that bank, broker, trust or other nominee) will have the same effect as a vote “against” the Merger Proposal.

Approval of each of the Welbilt Adjournment Proposal and the Advisory Compensation Proposal require the affirmative vote of the holders of a majority of the Welbilt Common Stock as of the Welbilt Record Date entitled to vote thereon and present in person or represented by proxy at the Welbilt Special Meeting. Accordingly, with respect to a Welbilt stockholder who is present in person or represented by proxy at the Welbilt Special Meeting, such stockholder’s abstention from voting will have the same effect as a vote “against” the Advisory Compensation Proposal and Welbilt Adjournment Proposal. The failure of a Welbilt stockholder of record who is not present in person or represented by proxy at the Welbilt Special Meeting to vote on either proposal, as well as the failure of a Welbilt stockholder who holds shares in “street name” through a bank, broker, trust or other nominee to give any voting instructions to the bank, broker, trust or other nominee, will have no effect on either of the Advisory Compensation Proposal or the Welbilt Adjournment Proposal. Regardless of whether there is a quorum, the chairman or any other person presiding over the Welbilt Special Meeting as provided in the Welbilt Bylaws or by the board of directors of Welbilt (the “Welbilt Board”) (such person, the “Presiding Stockholder Meeting Chair”) may also adjourn the Welbilt Special Meeting. In addition, the Welbilt Special Meeting may be postponed by the Welbilt Board in its discretion.

Assuming a quorum is present, approval of the Stock Issuance Proposal requires the affirmative vote of a majority of votes cast by holders of shares of Middleby Common Stock as of the Middleby Record Date present in person or represented by proxy at the Middleby Special Meeting and entitled to vote thereon. Accordingly, with respect to a Middleby stockholder who is present in person or represented by proxy at the Middleby Special Meeting, assuming a quorum is present, such stockholder’s abstention from voting, a broker non-vote or the failure of a Middleby stockholder to vote (including the failure of a Middleby stockholder who holds shares in “street name” through a bank, broker, trust or other nominee to give voting instructions to the bank, broker, trust or other nominee) will have no effect on the outcome of the Stock Issuance Proposal.

Approval of the Middleby Authorized Share Increase Proposal requires the affirmative vote of holders of a majority of the outstanding shares of Middleby Common Stock as of the Middleby Record Date entitled to vote on the proposal. Accordingly, an abstention from a Middleby stockholder or the failure of a Middleby stockholder to vote (including the failure of a Middleby stockholder who holds shares in “street name” through a bank, broker, trust or other nominee to give voting instructions to that bank, broker, trust or other nominee) will have the same effect as a vote “against” the Middleby Authorized Share Increase Proposal.

Approval of the Middleby Adjournment Proposal requires the affirmative vote of holders of a majority of the shares of Middleby Common Stock as of the Middleby Record Date present in person or represented by proxy at the Middleby Special Meeting and entitled to vote thereon. Accordingly, with respect to a Middleby stockholder who is present in person or represented by proxy at the Middleby Special Meeting,

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such stockholder’s abstention from voting or the failure of a Middleby stockholder to vote will have the same effect as a vote “against” the Middleby Adjournment Proposal. Assuming a quorum is present, the failure of a Middleby stockholder who holds shares in “street name” through a bank, broker, trust or other nominee to give voting instructions to the bank, broker, trust or other nominee will have no effect on the outcome of the Middleby Adjournment Proposal. However, if a Middleby stockholder instructs its bank, broker, trust or other nominee regarding the Stock Issuance Proposal but not the Middleby Adjournment Proposal or the Middleby Authorized Share Increase Proposal, the resulting broker non-vote will have the same effect as voting “against” the Middleby Adjournment Proposal. Regardless of whether there is a quorum, the chairman of the Middleby Special Meeting may also adjourn the Middleby Special Meeting.

Because Middleby will issue a fixed number of shares of Middleby Common Stock in exchange for each share of Welbilt Common Stock, the value of the merger consideration that Welbilt stockholders will receive in the Merger will depend on the market price of shares of Middleby Common Stock at the Effective Time. The market price of shares of Middleby Common Stock that Welbilt stockholders receive at the Effective Time could be greater than, less than or the same as the market price of shares of Middleby Common Stock on the date of this joint proxy statement/prospectus or at the time of the Welbilt Special

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Meeting or the Middleby Special Meeting. Accordingly, you should obtain current market quotations for Middleby Common Stock and Welbilt Common Stock before deciding how to vote with respect to the Merger Proposal or the Stock Issuance Proposal, as applicable. Middleby Common Stock is traded on the NASDAQ Global Select Market (“NASDAQ”) under the symbol “MIDD.” Welbilt Common Stock is traded on the New York Stock Exchange (“NYSE”) under the symbol “WBT.”

For more information regarding the merger consideration to be received by Welbilt stockholders if the Merger is completed, please see “The Merger Agreement—Merger Consideration.”

As of the Effective Time, each option to purchase shares of Welbilt Common Stock under the Welbilt Equity Plan (each, a “Welbilt Option”) that is then outstanding will be converted into an option to purchase shares of Middleby Common Stock upon substantially the same terms and conditions as are in effect with respect to such option immediately prior to the Effective Time, including with respect to vesting and termination-related provisions (each, a “Middleby Option”) except that:

provided, however, that the conversion of the Welbilt Options will be made in a manner consistent with Treasury Regulation Section 1.424-1, such that such conversion will not constitute a “modification” of such Welbilt Options for purposes of Section 409A or Section 424 of the Code.

Treatment of Welbilt Restricted Stock

As of the Effective Time, each outstanding share of Welbilt Common Stock that is unvested or subject to a risk of forfeiture or repurchase option in favor of Welbilt and granted under the Welbilt Equity Plan (the “Welbilt Restricted Stock”) that is outstanding immediately prior to the Effective Time will be converted into an award of restricted stock with respect to shares of Middleby Common Stock (each a, “Middleby Restricted Stock Award”) with substantially the same terms and conditions as were applicable to such Welbilt Restricted Stock award immediately prior to the Effective Time, including with respect to vesting and termination-related provisions, except that such Middleby Restricted Stock Award will be comprised of that number of shares of Middleby Common Stock as is equal to the product of:

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Treatment of Welbilt RSUs

As of the Effective Time, each restricted stock unit constituting the right to be issued a share of Welbilt Common Stock upon vesting granted under the Welbilt Equity Plan (each, a “Welbilt RSU”) and each Welbilt RSU held by a non-employee member of the Welbilt Board granted under the Welbilt Equity Plan (each, a “Welbilt Director RSU”) that is outstanding immediately prior to the Effective Time will be converted into a restricted stock unit award that will settle in shares of Middleby Common Stock (each a, “Middleby RSU Award”) with substantially the same terms and conditions as were applicable to such Welbilt RSU or Welbilt Director RSU, as applicable, immediately prior to the Effective Time, including with respect to vesting and termination-related provisions, except that such Middleby RSU Award will be comprised of that number of Middleby restricted stock units as is equal to the product of:

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If you are a Welbilt stockholder of record, you may also cast your vote virtually at the special meeting by following the instructions at www.virtualshareholdermeeting.com/WBT2021SM. If you decide to attend the Welbilt Special Meeting virtually and vote at the meeting, your vote will revoke any proxy previously submitted.

The Welbilt Special Meeting will begin promptly at 1:00 p.m., Eastern Time, on July 21, 2021. Welbilt encourages its stockholders to access the meeting prior to the start time leaving ample time for check-in. Please follow the instructions as outlined in this joint proxy statement/prospectus.

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Even if you plan to attend the Welbilt Special Meeting virtually, Welbilt recommends that you vote your shares in advance as described below so that your vote will be counted if you later decide not to or become unable to attend the Welbilt Special Meeting.

Additional information on voting procedures can be found under “Welbilt Special Meeting.”

If you are a Middleby stockholder of record, you may also cast your vote virtually at the special meeting by following the instructions at www.virtualshareholdermeeting.com/MIDD2021SM. If you decide to attend the Middleby Special Meeting virtually and vote at the meeting, your vote will revoke any proxy previously submitted.

The Middleby Special Meeting will begin promptly at 10:30 a.m., Central Time, on July 21, 2021. Middleby encourages its stockholders to access the meeting prior to the start time leaving ample time for check-in. Please follow the instructions as outlined in this joint proxy statement/prospectus.

Even if you plan to attend the Middleby Special Meeting virtually, Middleby recommends that you vote your shares in advance as described below so that your vote will be counted if you later decide not to or become unable to attend the Middleby Special Meeting.

Additional information on voting procedures can be found under “Middleby Special Meeting.”

Welbilt has chosen to hold the Welbilt Special Meeting solely via the Internet and not in a physical location given the public health impact of COVID-19 and the desire to promote the health and safety of the Welbilt stockholders, directors, officers, employees and other constituents.

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Even if you plan to attend the Welbilt Special Meeting virtually, Welbilt recommends that you vote your shares in advance as described above so that your vote will be counted if you later decide not to or become unable to attend the special meeting.

Middleby has chosen to hold the Middleby Special Meeting solely via the Internet and not in a physical location given the public health impact of COVID-19 and the desire to promote the health and safety of the Middleby stockholders, directors, officers, employees and other constituents.

Even if you plan to attend the Middleby Special Meeting virtually, Middleby recommends that you vote your shares in advance as described above so that your vote will be counted if you later decide not to or become unable to attend the special meeting.

The effect of not instructing your bank, broker, trust or other nominee how you wish to vote your shares will be the same as a vote “against” the Merger Proposal or the Middleby Authorized Share Increase Proposal, as applicable, and will not have any effect on the outcome of the Welbilt Adjournment Proposal or the Middleby Adjournment Proposal, as applicable, or the Stock Issuance Proposal or the Advisory Compensation Proposal, as applicable. However, if you instruct your bank, broker, trust or other nominee on how you wish to vote your shares on some but not all proposals, the

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resulting broker non-vote will have the same effect as voting “against” any proposal for which you do not provide instruction the Merger Proposal, but will have no effect on the Advisory Compensation Proposal or the Welbilt Adjournment Proposal.

Record Holders. For shares held directly, please complete, sign, date and return each proxy card, or you may cast your vote by telephone or Internet as provided on each proxy card, or otherwise follow the voting instructions provided in this joint proxy statement/prospectus in order to ensure that all of your shares of Welbilt Common Stock or Middleby Common Stock are voted.

“Street name” Holders. For shares held in “street name” through a bank, broker, trust or other nominee, you should follow the procedures provided by your bank, broker, trust or other nominee to vote your shares.

If you sign, date and return your proxy card and do not indicate how you want your shares of Middleby Common Stock to be voted, then your shares of Middleby Common Stock will be voted “FOR” the Stock Issuance Proposal, “FOR” the Middleby Authorized Share Increase Proposal and “FOR” the Middleby Adjournment Proposal.

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Your attendance at the Welbilt Special Meeting will not revoke your proxy unless you give written notice of revocation to Welbilt’s Corporate Secretary before your proxy is exercised or unless you vote your shares in person at the Welbilt Special Meeting.

Execution or revocation of a proxy will not in any way affect your right to attend the Welbilt Special Meeting and vote. Written notices of revocation and other communications with respect to the revocation of proxies should be addressed to:

Welbilt, Inc.

Attn: Corporate Secretary

2227 Welbilt Boulevard

New Port Richey, Florida 34655

For more information, please see “Welbilt Special Meeting—Revocation of Proxies.”

Your attendance at the Middleby Special Meeting will not revoke your proxy unless you give written notice of revocation to Middleby’s Corporate Secretary before your proxy is exercised or unless you vote your shares in person at the Middleby Special Meeting.

Execution or revocation of a proxy will not in any way affect your right to attend the Middleby Special Meeting and vote. Written notices of revocation and other communications with respect to the revocation of proxies should be addressed to:

The Middleby Corporation

Attn: Corporate Secretary

1400 Toastmaster Drive

Elgin, Illinois, 60120

For more information, please see “Middleby Special Meeting—Revocation of Proxies.”

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Middleby and Welbilt also may be required to reimburse banks, brokers and other custodians, nominees and fiduciaries or their respective agents for their expenses in forwarding proxy materials to beneficial owners of Welbilt Common Stock. Middleby’s directors, officers and employees and Welbilt’s directors, officers and employees also may solicit proxies by telephone, by electronic means or in person. They will not be paid any additional amounts for soliciting proxies.

Middleby and Welbilt also may be required to reimburse banks, brokers and other custodians, nominees and fiduciaries or their respective agents for their expenses in forwarding proxy materials to beneficial owners of Middleby Common Stock. Middleby’s directors, officers and employees and Welbilt’s directors, officers and employees also may solicit proxies by telephone, by electronic means or in person. They will not be paid any additional amounts for soliciting proxies.

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For a more complete discussion of the U.S. federal income tax consequences of the Merger, see the section entitled “Material U.S. Federal Income Tax Consequences of the Merger.”

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Welbilt, Inc.

Attn: Corporate Secretary

2227 Welbilt Boulevard

New Port Richey, Florida 34655

If you are a Middleby stockholder and have questions about the Middleby Special Meeting or the Merger, or desire additional copies of this joint proxy statement/prospectus or additional proxy cards, you may contact:

The Middleby Corporation

Attn: Corporate Secretary

1400 Toastmaster Drive

Elgin, Illinois, 60120

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SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF MIDDLEBY

Set forth below are selected historical consolidated financial data for Middleby. The consolidated financial data as of January 2, 2021 and December 28, 2019, and for the fiscal years ended 2020, 2019, 2018, 2017 and 2016 are derived from Middleby’s audited consolidated financial statements that are incorporated by reference into this joint proxy statement/prospectus from Middleby’s Annual Report on Form 10-K for the fiscal year ended January 2, 2021, filed on March 3, 2021. The consolidated balance sheet data as of December 29, 2018 are derived from Middleby’s financial data included in Middleby’s Annual Report on Form 10-K for the fiscal year ended January 2, 2021, filed on March 3, 2021. The consolidated financial data as of April 3, 2021, and for the three months ended April 3, 2021 and March 28, 2020, are derived from Middleby’s unaudited condensed combined financial statements included in Middleby’s Quarterly Report on Form 10-Q for the quarter ended April 3, 2021, filed on May 13, 2021, which is incorporated by reference into this joint proxy statement/prospectus. The consolidated balance sheet data as of April 3, 2021 are derived from Middleby’s unaudited condensed combined financial statements included in Middleby’s Quarterly Report on Form 10-Q for the quarter ended April 3, 2021, filed on May 13, 2021, which is incorporated by reference into this joint proxy statement/prospectus. Middleby’s management believes that Middleby’s unaudited condensed combined financial statements have been prepared on a basis consistent with its audited consolidated financial statements and include all normal and recurring adjustments necessary for a fair presentation of the results for each interim period.

The consolidated financial statement data provided below is only a summary, and you should read it in conjunction with the historical consolidated financial statements of Middleby and the related notes contained in its annual and quarterly reports and the other information that Middleby has previously filed with the SEC and which are incorporated into this joint proxy statement/prospectus by reference. See “Where You Can Find More Information.” Information below is presented in thousands, except share and per share amounts.

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Consolidated Statements of Earnings

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Consolidated Statements of Comprehensive Income

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SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF WELBILT

The following table presents selected historical consolidated financial data for the periods indicated below. Welbilt derived the selected historical statements of operations data for the years ended December 31, 2020, 2019 and 2018 and the balance sheet data as of December 31, 2020 and 2019, from its audited consolidated financial statements included in its Annual Report on Form 10-K for the fiscal year ended December 31, 2020, which is incorporated by reference into this joint proxy statement/prospectus. The selected historical consolidated financial data for the three months ended March 31, 2021 and March 31, 2020, and as of March 31, 2021, are derived from Welbilt’s unaudited interim consolidated financial statements and related notes thereto contained in Welbilt’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2021, which is incorporated by reference into this joint proxy statement/prospectus. The following information is only a summary and does not provide all of the information contained in Welbilt’s financial statements.

The selected historical consolidated financial data for the years ended December 31, 2017 and 2016 and as of December 31, 2018, 2017 and 2016, have been derived from Welbilt’s audited consolidated financial statements as of and for such years, which have not been included or incorporated by reference into this joint proxy statement/prospectus. The selected historical consolidated financial data as of March 31, 2020, have been derived from Welbilt’s unaudited interim consolidated financial statements and related notes thereto contained in Welbilt’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2020, which has not been incorporated by reference into this joint proxy statement/prospectus.

On March 4, 2016, Welbilt spun off from The Manitowoc Company, Inc. (“MTW”) and publicly listed on the New York Stock Exchange under the name Manitowoc Foodservice, Inc. (the “Spin-Off”). On March 6, 2017, Welbilt’s shares commenced trading under a new NYSE ticker symbol, “WBT” when the name was changed from “Manitowoc Foodservice, Inc.” to “Welbilt, Inc.” Prior to the Spin-Off, Welbilt functioned as part of the larger group of companies controlled by MTW. Through the date of the Spin-Off, Welbilt’s financial statements were prepared on a combined stand-alone basis derived from the consolidated financial statements and accounting records of MTW. Welbilt functioned as part of the larger group of companies controlled by MTW and accordingly, MTW performed certain corporate overhead functions for Welbilt and allocated the related costs. These allocated costs were primarily related to: 1) corporate officers, 2) employee benefits and compensation, 3) stock-based compensation and 4) certain corporate functions, which were not provided at the business level including, but not limited to, finance, treasury, tax, audit, legal, information technology, human resources, and investor relations. Where possible, these costs were allocated based on direct usage, with the remainder allocated on a basis of revenue, headcount, or other measures determined as reasonable. Welbilt asserted that the assumptions regarding the allocated expenses, reasonably reflect the utilization of services provided to, or the benefit received by, Welbilt during the applicable periods presented.

The unaudited consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements and, in the opinion of Welbilt’s management, include all adjustments necessary for a fair presentation of the information set forth therein. The results of interim periods are not necessarily indicative of results that may be expected for the full year or any future periods.

The following information should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Welbilt’s consolidated financial statements, including the related notes, contained in Welbilt’s Annual Report on Form 10-K for the year ended December 31, 2020 and Welbilt’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2021. See “Where You Can Find More Information.”

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No cash dividends were declared or paid during any of the periods presented below.