Middleby (MIDD) director awarded 1,161 restricted stock units

Rhea-AI Filing Summary

GARDEN EDWARD P reported acquisition or exercise transactions in this Form 4 filing.

Middleby Corp director Edward P. Garden received a grant of 1,161 restricted stock units of common stock on March 6, 2026. These units were awarded at no cash cost and will vest in full on March 6, 2027, after which shares will be delivered to him. Following this award, he directly holds 2,269 common shares. A separate indirect holding line reflects 3,379,737 shares held by GI SPV I, an entity associated with Garden, for which he may be deemed an indirect beneficial owner only to the extent of his pecuniary interest.

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^*

GARDEN EDWARD P

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
03/06/2026

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	03/06/2026		A		1,161	A	(1)	2,269	D
Common Stock								3,379,737	I	Please see explanation below(2)

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 in full on March 6, 2027. Vested shares will be issued to the reporting person after the applicable vesting date.

2. Reflects securities held directly by GI SPV I. Mr. Garden is the sole member of Garden Investment Management GP, LLC, which serves as the general partner of Garden Investment Management, L.P., which serves as the management company for GI SPV I. Accordingly, Mr. Garden may be deemed to indirectly beneficially own (as that term is defined in Rule 16a-1(a) under the Exchange Act) the securities of the Issuer beneficially owned by GI SPV I. Mr. Garden disclaims beneficial ownership of such securities except to the extent of his pecuniary interests therein, and this report shall not be deemed an admission that Mr. Garden is the beneficial owner of such securities for purposes of Section 16 of the Exchange Act or for any other purpose.

	/s/ Brian Jacoby, Attorney-In-Fact for Edward P. Garden	03/10/2026
	** 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.
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FAQ

What insider transaction did Edward P. Garden report for MIDD?

Edward P. Garden reported receiving 1,161 restricted stock units of Middleby common stock as a grant on March 6, 2026. The units were awarded at no cash cost and represent equity-based compensation rather than an open-market share purchase.

When do Edward P. Garden’s 1,161 Middleby restricted stock units vest?

The 1,161 restricted stock units granted to Edward P. Garden vest in full on March 6, 2027. After that vesting date, one share of Middleby common stock will be issued for each vested unit, delivering actual shares to him.

How many Middleby shares does Edward P. Garden hold directly after this Form 4?

After the reported grant, Edward P. Garden directly holds 2,269 shares of Middleby common stock. This figure reflects his personal direct ownership following the award of 1,161 restricted stock units reported as a non-derivative acquisition in the filing.

What is the size of the indirect Middleby share position linked to Edward P. Garden?

An indirect position of 3,379,737 Middleby shares is reported as held by GI SPV I. Garden may be deemed to beneficially own these only to the extent of his pecuniary interest and expressly disclaims broader beneficial ownership in the filing footnote.

Were Edward P. Garden’s new Middleby shares bought on the open market?

No, the 1,161 Middleby shares were granted as restricted stock units, not bought in the market. The Form 4 classifies the transaction as a grant or award acquisition, with a reported price of $0.0000 per share, indicating compensation, not a purchase.

What does the Form 4 say about Edward P. Garden’s beneficial ownership through GI SPV I?

The Form 4 explains that GI SPV I holds 3,379,737 shares and that Garden may be deemed an indirect beneficial owner under SEC rules. However, he disclaims beneficial ownership except for his pecuniary interest, limiting the extent of his claimed economic stake.