Middleby (MIDD) CCO gains shares from PSU vesting, surrenders some for taxes

Rhea-AI Filing Summary

Middleby Corp Chief Commercial Officer Steve Spittle reported routine equity compensation activity. He acquired 4,130 shares of Common Stock on March 13, 2026 at no cost, representing performance-based PSUs that vested from an award granted on August 9, 2023.

To cover related tax obligations, 1,626 shares were surrendered at a price of $143.08 per share, a tax-withholding disposition rather than an open-market sale. After these transactions, Spittle directly owned 54,591 shares of Middleby common stock.

SEC Form 4

FORM 4

UNITED 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

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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^*

Spittle Steve

(Last) (First) (Middle)

C/O THE MIDDLEBY CORPORATION

1400 TOASTMASTER DRIVE

(Street)

ELGIN IL 60120

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
MIDDLEBY Corp [ MIDD ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Commercial Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/13/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	03/13/2026		A		4,130	A	(1)	56,217	D
Common Stock	03/13/2026		F		1,626	D	$143.08(2)	54,591	D

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents shares acquired upon vesting of performance-based PSUs that were awarded on August 9, 2023.

2. Transaction related to the surrender of shares to fund reporting person's tax liability related to vesting of performance-based PSUs.

Remarks:

	Michael D. Thompson POA	03/16/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transactions did Middleby (MIDD) report for Steve Spittle?

Middleby reported that Chief Commercial Officer Steve Spittle received 4,130 shares of common stock from vested performance-based PSUs, then surrendered 1,626 shares to cover taxes. These movements are compensation and tax-related, not open-market buying or selling of shares.

How many Middleby (MIDD) shares does Steve Spittle hold after this Form 4?

Following the reported equity grant and tax-withholding surrender, Steve Spittle directly owns 54,591 shares of Middleby common stock. This figure reflects his updated post-transaction holdings as disclosed, giving investors a view of his continuing equity stake in the company.

Was the Middleby (MIDD) insider transaction an open-market sale?

No, the disposition was not an open-market sale. The filing shows 1,626 shares were surrendered at $143.08 per share solely to fund Steve Spittle’s tax liability arising from the vesting of performance-based PSUs, which is a routine, compensation-related mechanism.

What triggered the share grant reported in Middleby (MIDD) insider activity?

The grant reflects performance-based PSUs awarded on August 9, 2023 that vested. Upon vesting, 4,130 shares of Middleby common stock were delivered to Steve Spittle, with a portion later surrendered to satisfy tax obligations associated with that vesting event.

Does this Middleby (MIDD) Form 4 indicate a change in executive compensation structure?

The disclosure shows vesting of previously granted performance-based PSUs and related tax withholding, consistent with typical equity incentive plans. It does not by itself describe any new or altered compensation structure, only the settlement of an existing performance-based award.