Middleby CEO receives 21,517-unit stock grant

One-third of the restricted stock units vests on March 1 in each of 2027, 2028 and 2029, with shares issued after each applicable vesting date.

Rhea-AI Filing Summary

MIDDLEBY Corp (MIDD) reported that Chief Executive Officer and director Timothy John Fitzgerald acquired 21,517 time-based restricted stock units on October 2, 2026. Each unit represents a contingent right to receive one common share. One-third vests on each of March 1, 2027, March 1, 2028, and March 1, 2029, with vested shares issued after the applicable vesting date. His reported direct position following the award was 372,350 shares.

Other reported indirect holdings include 56,250 shares in Andrea C. FitzGerald 2012 Gift Trust, 20,000 shares in Timothy J. FitzGerald 2012 Gift Trust, and 25,200 shares held by spouse and children. Fitzgerald disclaimed beneficial ownership in the two trusts except to the extent of his pecuniary interest.

Insider Trade Summary

Grant/Award: 21,517 shares

Grant/Award 4 txns

Insider FITZGERALD TIMOTHY JOHN

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Grant/Award	Common Stock F1	21,517	--	--
holding	Common Stock F2	--	--	--
holding	Common Stock F3	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 372,350 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 (3)

1. F1. These shares represent time-based restricted stock units. Each restricted stock unit represents a contingent right to receive one share of common stock on the applicable vesting date. These restricted stock units will vest 1/3 of amount on each of March 1, 2027, March 1, 2028 and March 1, 2029. Vested shares will be issued to the reporting person after the applicable vesting date.
2. 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.
3. 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.

Key Figures

Time-based restricted stock units acquired: 21,517 restricted stock units Reported direct position following award: 372,350 shares Andrea C. FitzGerald 2012 Gift Trust reported indirect holding: 56,250 shares +3 more

6 metrics

Time-based restricted stock units acquired 21,517 restricted stock units October 2, 2026

Reported direct position following award 372,350 shares Following the October 2, 2026 award

Andrea C. FitzGerald 2012 Gift Trust reported indirect holding 56,250 shares Beneficial ownership disclaimed except to the extent of the reporting person's pecuniary interest

Timothy J. FitzGerald 2012 Gift Trust reported indirect holding 20,000 shares Beneficial ownership disclaimed except to the extent of the reporting person's pecuniary interest

Reported indirect holding by spouse and children 25,200 shares Reported as held by spouse and children

Vesting schedule One-third on March 1, 2027; one-third on March 1, 2028; one-third on March 1, 2029 Vested shares issued after the applicable vesting date

Key Terms

time-based restricted stock units, contingent right, beneficial ownership, pecuniary interest

4 terms

time-based restricted stock units financial

"These shares represent time-based restricted stock units"

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.

contingent right financial

"Each restricted stock unit represents a contingent right"

beneficial ownership regulatory

"Beneficial ownership is disclaimed except to the extent"

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

pecuniary interest financial

"except to the extent of the reporting person's pecuniary interest therein"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many restricted stock units did MIDD CEO Timothy John Fitzgerald receive?

Chief Executive Officer and director Timothy John Fitzgerald acquired 21,517 time-based restricted stock units on October 2, 2026. Each unit represents a contingent right to receive one common share on the applicable vesting date.

When do Timothy John Fitzgerald’s MIDD restricted stock units vest?

One-third of the award vests on March 1, 2027, March 1, 2028, and March 1, 2029. Vested shares will be issued after the applicable vesting date.

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

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Available on EDGAR 10/05/2026 - 06:19 PM Accepted by SEC EDGAR 10/05/2026 - 06:19 PM Learn about SEC filing dates

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

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^*

FITZGERALD TIMOTHY JOHN

(Last) (First) (Middle)

C/O THE MIDDLEBY CORPORATION

1400 TOASTMASTER DRIVE

(Street)

ELGIN ILLINOIS 60120

(City) (State) (Zip)

UNITED STATES

(Country)

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

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

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
10/02/2026

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

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

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

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	10/02/2026		A		21,517	A	(1)	372,350	D
Common Stock								56,250	I	Andrea C. FitzGerald 2012 Gift Trust(2)
Common Stock								20,000	I	Timothy J. FitzGerald 2012 Gift Trust(3)
Common Stock								25,200	I	By Spouse and Children

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. These shares represent time-based restricted stock units. Each restricted stock unit represents a contingent right to receive one share of common stock on the applicable vesting date. These restricted stock units will vest 1/3 of amount on each of March 1, 2027, March 1, 2028 and March 1, 2029. Vested shares will be issued to the reporting person after the applicable vesting date.

2. 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.

3. 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.

Remarks:

	Michael D. Thompson POA	10/05/2026
	** Signature of Reporting Person	Date
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)