Middleby CEO granted 4,455 shares after spin-off
MIDDLEBY Corp (MIDD) reported that Chief Executive Officer and director Timothy John FitzGerald acquired 4,455 shares of common stock on July 20, 2026 as a grant/award.
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Form Type
4
Rhea-AI Filing Summary
MIDDLEBY Corp (MIDD) reported that Chief Executive Officer and director Timothy John FitzGerald acquired 4,455 shares of common stock on July 20, 2026 as a grant/award. A footnote states this represents the conversion of 14,847 RSUs into 19,302 RSUs pursuant to an adjustment required by an Employee Matters Agreement related to the spin-off of Midera Food Processing, Inc., completed on July 6, 2026. Following this award, FitzGerald directly holds 350,833 shares and also has indirect holdings through family trusts and family members.
Insider Trade Summary
Grant/Award: 4,455 shares
Grant/Award
4 txns
Insider
FITZGERALD TIMOTHY JOHN
Role
Chief Executive Officer
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Grant/Award | Common Stock F1 | 4,455 | -- | -- |
| holding | Common Stock F2 | -- | -- | -- |
| holding | Common Stock F3 | -- | -- | -- |
| holding | Common Stock F4 | -- | -- | -- |
Holdings After Transaction:
Common Stock — 350,833 shares (Direct);
Common Stock — 56,250 shares (Indirect, Andrea C. FitzGerald 2012 Gift Trust);
Common Stock — 20,000 shares (Indirect, Timothy J. FitzGerald 2012 Gift Trust);
Common Stock — 25,200 shares (Indirect, By Spouse and Children)
Footnotes (4)
- F1. Represents the conversion of 14,847 RSUs into 19,302 RSUs pursuant to the adjustment required by the Employee Matters Agreement entered into in connection with the spin-off of Midera Food Processing, Inc. from Middleby, which was completed on July 6, 2026.
- F2. 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.
- F3. 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.
- F4. These shares were incorrectly combined with reporting person's direct holdings on prior Form 4 filings and is being corrected herein.
Key Figures
Grant/Award Shares: 4,455 shares of Common Stock
Direct Holdings After Transaction: 350,833 shares of Common Stock
Andrea C. FitzGerald 2012 Gift Trust Holdings: 56,250 shares of Common Stock
+5 more
8 metrics
Grant/Award Shares
4,455 shares of Common Stock
Grant, award, or other acquisition on July 20, 2026
Direct Holdings After Transaction
350,833 shares of Common Stock
Direct ownership following July 20, 2026 award
Andrea C. FitzGerald 2012 Gift Trust Holdings
56,250 shares of Common Stock
Indirect ownership reported for trust associated with reporting person
Timothy J. FitzGerald 2012 Gift Trust Holdings
20,000 shares of Common Stock
Indirect ownership reported for separate gift trust
Spouse and Children Holdings
25,200 shares of Common Stock
Indirect ownership by spouse and children, corrected from prior Forms 4
RSUs Converted (Before Adjustment)
14,847 RSUs
RSUs converted pursuant to Employee Matters Agreement
RSUs Converted (After Adjustment)
19,302 RSUs
Adjusted RSU amount under Employee Matters Agreement
Spin-off Completion Date
July 6, 2026
Completion date of Midera Food Processing, Inc. spin-off
Key Terms
Restricted Stock Units, Employee Matters Agreement, spin-off, pecuniary interest, +1 more
5 terms
Restricted Stock Units financial
"Represents the conversion of 14,847 RSUs into 19,302 RSUs pursuant"
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.
Employee Matters Agreement regulatory
"pursuant to the adjustment required by the Employee Matters Agreement"
spin-off financial
"entered into in connection with the spin-off of Midera Food Processing"
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.
pecuniary interest financial
"Beneficial ownership is disclaimed except to the extent of the reporting person's pecuniary interest"
beneficial owner regulatory
"shall not be deemed an admission that the reporting person is ... the beneficial owner"
A beneficial owner is the person who ultimately owns or controls a financial asset or property, even if their name isn't directly on official documents. Think of it like someone who secretly holds the keys to a safe deposit box—others may appear to have access, but the true owner is the one who benefits from what's inside. Identifying beneficial owners helps ensure transparency and prevent illegal activities like money laundering or fraud.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What insider transaction did MIDD report for CEO Timothy John FitzGerald on July 20, 2026?
MIDDLEBY Corp reported that CEO Timothy John FitzGerald received a grant of 4,455 shares of common stock on July 20, 2026, classified as a grant, award, or other acquisition rather than an open-market purchase or sale.
How is the Midera Food Processing, Inc. spin-off connected to this MIDD Form 4?
The company explains that the RSU conversion was made pursuant to an Employee Matters Agreement connected to the spin-off of Midera Food Processing, Inc. from MIDDLEBY, which was completed on July 6, 2026.
What correction about prior MIDD Form 4 reports is disclosed?
A footnote explains that 25,200 shares held by the CEO’s spouse and children were previously combined with direct holdings on prior Form 4 filings and that this treatment is being corrected in the current report.
AI-generated analysis. How Rhea-AI works. Not financial advice.
