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Midera director corrects RSU report, details grants

Midera Food Processing, Inc. (MFP) reports amended insider information for director Robert A. Nerbonne.

(Neutral)
(Neutral)
Form Type
4/A

Rhea-AI Filing Summary

Midera Food Processing, Inc. (MFP) reports amended insider information for director Robert A. Nerbonne. The amendment corrects a prior filing that had erroneously shown an acquisition of 5,062 RSUs from a spin-off–related conversion that in fact was forfeited for no consideration. On July 30, 2026 he was granted 2,493 time-based RSUs that vested in full that day and 3,802 time-based RSUs scheduled to vest in full on March 19, 2027. Footnotes also describe 3,530 shares and an additional 21,471 shares of common stock held indirectly through an irrevocable trust, both acquired via spin-off distributions exempt under Rule 16a-9.

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Insider Nerbonne Robert A
Role Director
Type Security Shares Price Value
Grant/Award Common Stock F1, F2 2,493 -- --
Grant/Award Common Stock F3 3,802 -- --
holding Common Stock F4 -- -- --
Holdings After Transaction: Common Stock — 9,825 shares (Direct); Common Stock — 21,471 shares (Indirect, Through Irrevocable Trust)
Footnotes (4)
  1. F1. . These shares represent time-based restricted stock units ("RSUs"). Each RSU represents a contingent right to receive one share of common stock on the applicable vesting date. These RSUs vested in full on July 30, 2026. Vested shares will be issued to the reporting person after the applicable vesting date.
  2. F2. Includes 3,530 shares of common stock that have been acquired through a distribution in connection with the spin-off (the "Spin-Off") of the Issuer from The Middleby Corporation ("Middleby"), in an exempt acquisition pursuant to Rule 16a-9 under the Securities Exchange Act of 1934, as amended (the "Exchange Act").
  3. F3. These shares represent time-based RSUs. Each RSU represents a contingent right to receive one share of common stock on the applicable vesting date. These RSUs will vest in full on March 19, 2027. Vested shares will be issued to the reporting person after the applicable vesting date.
  4. F4. Represents shares of common stock that have been acquired through a distribution in connection with the Spin-Off, in an exempt acquisition pursuant to Rule 16a-9 under the Exchange Act.
RSU grant vested July 30, 2026 2,493 RSUs Time-based RSUs that vested in full on July 30, 2026
RSU grant vesting March 19, 2027 3,802 RSUs Time-based RSUs scheduled to vest in full on March 19, 2027
Direct shares from spin-off distribution 3,530 shares Common stock acquired via spin-off distribution in an exempt acquisition under Rule 16a-9
Indirect shares through irrevocable trust 21,471 shares Common stock held indirectly through an irrevocable trust after spin-off distribution
Erroneously reported RSUs in original Form 4 5,062 RSUs Previously reported as acquired from Middleby RSU conversion but actually forfeited
time-based restricted stock units financial
"These shares represent time-based restricted stock units ("RSUs")."
Time-based restricted stock units are a form of employee compensation where individuals are granted company shares that are earned over a set period, often as a reward for staying with the company. These shares typically become fully owned and transferable only after passing specific time milestones, encouraging long-term commitment. For investors, they highlight a company's focus on employee retention and can influence future stock supply and company stability.
Spin-Off financial
"acquired through a distribution in connection with the spin-off (the "Spin-Off")"
A spin-off happens when a company creates a new, independent business by separating part of itself, like splitting off a division into its own company. This often happens so the new company can focus better on its own goals or attract different investors. It matters because it can lead to more growth opportunities and clearer focus for both companies.
Rule 16a-9 regulatory
"in an exempt acquisition pursuant to Rule 16a-9 under the Securities Exchange Act"
irrevocable trust financial
"nature_of_ownership": "Through Irrevocable Trust""
An irrevocable trust is a legal arrangement where an owner transfers assets into a separate entity managed by a trustee and gives up the power to modify or reclaim those assets. For investors it matters because putting stock or other holdings into such a trust can change who controls and benefits from the assets, affect taxes and creditor protection, and influence how easy it is to sell or value those holdings—like placing valuables in a locked safe overseen by someone else.

FAQ

What does the Form 4/A amendment for MFP correct?

It corrects a prior report that showed an acquisition of 5,062 RSUs from a conversion related to the spin-off. Those Middleby RSUs were actually forfeited for no consideration, and the amendment is filed solely to fix that administrative error.

What RSU grants to Robert A. Nerbonne does MFP report on July 30, 2026?

MFP reports grants of 2,493 time-based RSUs that vested in full on July 30, 2026 and 3,802 time-based RSUs that will vest in full on March 19, 2027. Each RSU represents a contingent right to receive one share of common stock on vesting.

How many MFP shares does Robert A. Nerbonne hold indirectly through a trust?

He has 21,471 shares of MFP common stock reported as held indirectly “Through Irrevocable Trust.” These shares were acquired via a distribution in connection with the spin-off, in an exempt acquisition under Rule 16a-9.

Are the RSU grants to Nerbonne market purchases of MFP stock?

No. The reported RSU positions are time-based restricted stock units. Each RSU gives a contingent right to receive one share of MFP common stock on the applicable vesting date; shares will be issued after vesting, rather than acquired through market purchases.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Learn about SEC filing dates
SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Nerbonne Robert A

(Last)(First)(Middle)
10275 WEST HIGGINS ROAD, SUITE 300

(Street)
ROSEMONT ILLINOIS 60018

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
Midera Food Processing, Inc. [ MFP ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
07/30/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)
08/03/2026
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Common Stock07/30/2026A2,493A(1)6,023(2)D
Common Stock07/30/2026A3,802A(3)9,825D
Common Stock21,471(4)IThrough Irrevocable Trust
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. . These shares represent time-based restricted stock units ("RSUs"). Each RSU represents a contingent right to receive one share of common stock on the applicable vesting date. These RSUs vested in full on July 30, 2026. Vested shares will be issued to the reporting person after the applicable vesting date.
2. Includes 3,530 shares of common stock that have been acquired through a distribution in connection with the spin-off (the "Spin-Off") of the Issuer from The Middleby Corporation ("Middleby"), in an exempt acquisition pursuant to Rule 16a-9 under the Securities Exchange Act of 1934, as amended (the "Exchange Act").
3. These shares represent time-based RSUs. Each RSU represents a contingent right to receive one share of common stock on the applicable vesting date. These RSUs will vest in full on March 19, 2027. Vested shares will be issued to the reporting person after the applicable vesting date.
4. Represents shares of common stock that have been acquired through a distribution in connection with the Spin-Off, in an exempt acquisition pursuant to Rule 16a-9 under the Exchange Act.
Remarks:
Due to an administrative error, the original Form 4 filed on August 3, 2026 incorrectly reported an acquisition of 5,062 time-based RSUs from the conversion of the corresponding RSUs of Middleby in connection with the Spin-Off, which acquisition did not occur. Instead, the Middleby RSUs were forfeited for no consideration. This Form 4 amendment is being filed solely to correct such error.
James J. Drake POA08/31/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)