Midera Food Processing (MFP) director reports RSU awards and large spin-off share holdings
Rhea-AI Filing Summary
Midera Food Processing, Inc. director Timothy J. FitzGerald reported equity awards and updated share holdings. On 2026-07-30 he acquired 624 fully vested RSUs, each representing one share of common stock, and 3,615 time-based RSUs that vest in full on March 19, 2027, with shares issued after vesting. The filing notes his direct holdings include 331,552 shares received via a distribution in connection with the spin-off from The Middleby Corporation, treated as an exempt acquisition under Rule 16a-9. Indirect holdings comprise 25,200 shares held by his spouse and children and 20,000 and 56,250 shares held in the Timothy J. FitzGerald 2012 Gift Trust and the Andrea C. FitzGerald 2012 Gift Trust, respectively, all received via the spin-off; beneficial ownership of the trust shares is disclaimed except to the extent of his pecuniary interest. The reported transactions are indicated as effected under a Rule 10b5-1 trading arrangement.
Positive
- None.
Negative
- None.
Insider Trade Summary 10b5-1
Net Buyer: 4,239 shares
Net Buy
5 txns
Insider
FITZGERALD TIMOTHY JOHN
Role
Director
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Grant/Award | Common Stock F1, F2 | 624 | -- | -- |
| Grant/Award | Common Stock F3 | 3,615 | -- | -- |
| holding | Common Stock F4 | -- | -- | -- |
| holding | Common Stock F4, F5 | -- | -- | -- |
| holding | Common Stock F4, F6 | -- | -- | -- |
Holdings After Transaction:
Common Stock — 335,791 shares (Direct);
Common Stock — 25,200 shares (Indirect, By Spouse and Children);
Common Stock — 20,000 shares (Indirect, Timothy J. FitzGerald 2012 Gift Trust(5);
Common Stock — 56,250 shares (Indirect, Andrea C. FitzGerald 2012 Gift Trus)
Footnotes (6)
- F1. These shares represent fully vested restricted stock units ("RSUs"). Each RSU represents a contingent right to receive one share of common stock on the applicable vesting date.
- F2. Includes 331,552 shares of common stock that have been acquired through a distribution in connection with the spin-off of the Issuer from The Middleby Corporation (the "Spin-Off"), in an exempt acquisition pursuant to Rule 16a-9 under the Securities Exchange Act of 1934, as amended (the "Exchange Act").
- 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.
- 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.
- F5. The reporting person is the spouse of the trustee and a beneficiary of the Timothy J. FitzGerald 2012 Gift Trust. Beneficial ownership is disclaimed except to the extent of the reporting person's pecuniary interest therein. This filing shall not be deemed an admission that the reporting person is, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the beneficial owner of any equity securities covered by this filing.
- F6. The reporting person is the trustee and a beneficiary of the Andrea C. FitzGerald 2012 Gift Trust. Beneficial ownership is disclaimed except to the extent of the reporting person's pecuniary interest therein. This filing shall not be deemed an admission that the reporting person is, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the beneficial owner of any equity securities covered by this filing.
Key Figures
Fully vested RSUs acquired: 624 shares
Time-based RSUs granted: 3,615 shares
Spin-off distribution shares (direct): 331,552 shares
+3 more
6 metrics
Fully vested RSUs acquired
624 shares
Fully vested restricted stock units representing common stock acquired on 2026-07-30
Time-based RSUs granted
3,615 shares
Time-based RSUs vesting in full on March 19, 2027
Spin-off distribution shares (direct)
331,552 shares
Common stock received via distribution in connection with issuer spin-off from The Middleby Corporation
Indirect holding – spouse and children
25,200 shares
Common stock held by spouse and children, acquired via spin-off distribution
Timothy J. FitzGerald 2012 Gift Trust
20,000 shares
Indirect holding in 2012 Gift Trust; beneficial ownership disclaimed except for pecuniary interest
Andrea C. FitzGerald 2012 Gift Trust
56,250 shares
Indirect holding in 2012 Gift Trust; beneficial ownership disclaimed except for pecuniary interest
Key Terms
restricted stock units, time-based RSUs, Spin-Off, Rule 16a-9, +2 more
6 terms
restricted stock units financial
"These shares represent fully vested restricted stock units ("RSUs")."
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
time-based RSUs financial
"These shares represent time-based RSUs. Each RSU represents a contingent right"
Spin-Off financial
"acquired through a distribution in connection with the spin-off of the Issuer"
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"
pecuniary interest financial
"Beneficial ownership is disclaimed except to the extent of the reporting person's pecuniary interest"
Section 16 regulatory
"for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise"
Section 16 is a U.S. securities law rule that governs the trading and disclosure obligations of company insiders — typically officers, directors and large shareholders — to promote transparency and deter unfair profit-taking. It requires insiders to publicly report their stock trades and allows companies or the issuer to reclaim quick, short-term profits from certain insider trades, like a scoreboard and a refund policy that help investors see and limit possible insider advantage.
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What equity awards did MFP director Timothy J. FitzGerald report on this Form 4?
Timothy J. FitzGerald reported acquiring 624 fully vested RSUs and 3,615 time-based RSUs of Midera Food Processing common stock, with the time-based RSUs scheduled to vest in full on March 19, 2027 and shares issued after that vesting date.
When do Timothy J. FitzGerald’s new MFP time-based RSUs vest?
The 3,615 time-based RSUs granted to Timothy J. FitzGerald vest in full on March 19, 2027. After that vesting date, one share of Midera Food Processing common stock will be issued for each vested RSU, according to the filing.
Are Timothy J. FitzGerald’s reported MFP transactions under a Rule 10b5-1 plan?
Yes. The Form 4 indicates that the reported transactions were effected pursuant to a Rule 10b5-1 trading arrangement, based on the filing’s Rule 10b5-1 checkbox affirmation, which applies at the document level to the disclosed transactions.
What does it mean that MFP director FitzGerald’s RSUs are fully vested versus time-based?
The 624 fully vested RSUs represent immediate rights to receive common shares, whereas the 3,615 time-based RSUs vest only on March 19, 2027. Each vested RSU corresponds to one share of Midera Food Processing common stock issued after the applicable vesting date.