Middleby director acquires 907 shares, no sales

Q: What insider transactions did MIDD director Sarah Palisi Chapin report in this Form 4?

She reported two acquisitions: 349 shares of Common Stock on July 20, 2026 via a RSU conversion, and a grant of 558 time-based restricted stock units on August 26, 2026 that vested in full on that date.

Q: Were there any stock sales by the insider in this MIDD Form 4?

No. The Form 4 reports only acquisitions: one RSU-to-stock conversion and one grant of time-based RSUs. There are no sales or dispositions of MIDDLEBY Corp common stock disclosed in this filing.

Q: How is the MIDD RSU conversion related to the Midera Food Processing spin-off?

The filing states that 1,161 RSUs were converted into 1,510 RSUs pursuant to an 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.

Q: What are the terms of the 558 RSUs reported for MIDD?

The 558 units are time-based restricted stock units. Each RSU represents a contingent right to receive one share of MIDDLEBY Corp common stock on the applicable vesting date, and these RSUs vested in full on August 26, 2026.

MIDDLEBY Corp (MIDD) director Sarah Palisi Chapin reported two equity-related acquisitions.

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Form Type

Rhea-AI Filing Summary

MIDDLEBY Corp (MIDD) director Sarah Palisi Chapin reported two equity-related acquisitions. On July 20, 2026, she acquired 349 shares of common stock through a conversion of restricted stock units (RSUs), reflecting an adjustment from 1,161 RSUs to 1,510 RSUs under an Employee Matters Agreement tied to the spin-off of Midera Food Processing, Inc., completed on July 6, 2026. On August 26, 2026, she received a grant of 558 time-based RSUs, which vested in full on that date, each RSU representing one share of common stock upon vesting. No sales or dispositions were reported.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Palisi Chapin Sarah

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock ^F2	558	--	--
Conversion	Common Stock ^F1	349	--	--

Holdings After Transaction: Common Stock — 9,287 shares (Direct)

Footnotes (2)

F1. Represents the conversion of 1,161 RSUs into 1,510 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. 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 vested in full on the transaction date.

Key Figures

RSUs granted: 558 restricted stock units Shares acquired via conversion: 349 shares of Common Stock RSUs before adjustment: 1,161 RSUs +2 more

5 metrics

RSUs granted 558 restricted stock units Time-based RSUs granted and vested in full on August 26, 2026

Shares acquired via conversion 349 shares of Common Stock Acquired on July 20, 2026 through conversion of derivative (RSUs)

RSUs before adjustment 1,161 RSUs Converted into adjusted RSUs under Employee Matters Agreement related to spin-off

RSUs after adjustment 1,510 RSUs Result of RSU adjustment under Employee Matters Agreement for Midera spin-off

Spin-off completion date July 6, 2026 Completion of spin-off of Midera Food Processing, Inc. from Middleby

Key Terms

restricted stock units, time-based restricted stock units, Employee Matters Agreement, spin-off

4 terms

restricted stock units financial

"These shares represent time-based restricted stock units."

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 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.

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, Inc."

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.

FAQ

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

What insider transactions did MIDD director Sarah Palisi Chapin report in this Form 4?

She reported two acquisitions: 349 shares of Common Stock on July 20, 2026 via a RSU conversion, and a grant of 558 time-based restricted stock units on August 26, 2026 that vested in full on that date.

Were there any stock sales by the insider in this MIDD Form 4?

No. The Form 4 reports only acquisitions: one RSU-to-stock conversion and one grant of time-based RSUs. There are no sales or dispositions of MIDDLEBY Corp common stock disclosed in this filing.

What are the terms of the 558 RSUs reported for MIDD?

The 558 units are time-based restricted stock units. Each RSU represents a contingent right to receive one share of MIDDLEBY Corp common stock on the applicable vesting date, and these RSUs vested in full on August 26, 2026.

Does this MIDD Form 4 indicate the insider's total shareholdings after these transactions?

No. The non-derivative transaction rows show the acquired amounts but the fields for total shares following the transaction are blank, so the filing does not state the director’s overall post-transaction holdings.

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

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Available on EDGAR 08/28/2026 - 05:03 PM EDT Accepted by SEC EDGAR 08/28/2026 - 05:02 PM EDT

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^*

Palisi Chapin Sarah

(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
	Officer (give title below)	Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
07/20/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	07/20/2026		C	V	349	A	⁽¹⁾	8,729	D
Common Stock	08/26/2026		A		558	A	⁽²⁾	9,287	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Represents the conversion of 1,161 RSUs into 1,510 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.

2. 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 vested in full on the transaction date.

Remarks:

	Michael D. Thompson POA	08/28/2026
	** 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)

Source: View Original Filing on SEC EDGAR