Middleby officer acquires 1,823 shares via conversion

MIDDLEBY Corp (MIDD) reported an insider equity adjustment for officer James K. Pool III.

Rhea-AI Filing Summary

MIDDLEBY Corp (MIDD) reported an insider equity adjustment for officer James K. Pool III. On July 20, 2026, he acquired 1,823 shares of Common Stock through a reported conversion of derivative securities. After this transaction, he held 58,229 Common Stock shares directly.

According to a related agreement tied to the spin-off of Midera Food Processing, Inc., 6,080 RSUs were converted into 7,903 RSUs as an adjustment required by the Employee Matters Agreement, following completion of the spin-off on July 6, 2026.

Insider Trade Summary

Conversion: 1,823 shares

Conversion 1 txn

Insider Pool III James K

Role Chief Technology and*

Type	Security	Shares	Price	Value
Conversion	Common Stock F1	1,823	--	--

Holdings After Transaction: Common Stock — 58,229 shares (Direct)

Footnotes (1)

1. F1. Represents the conversion of 6,080 RSUs into 7,903 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.

Key Figures

Common Stock acquired: 1,823 shares Common Stock holdings after transaction: 58,229 shares RSUs before adjustment: 6,080 RSUs +3 more

6 metrics

Common Stock acquired 1,823 shares Shares acquired on July 20, 2026 via conversion of derivative security

Common Stock holdings after transaction 58,229 shares Direct ownership following the July 20, 2026 transaction

RSUs before adjustment 6,080 RSUs Number of RSUs converted under the Employee Matters Agreement

RSUs after adjustment 7,903 RSUs Adjusted RSU amount pursuant to the Employee Matters Agreement

Transaction date July 20, 2026 Date of conversion of derivative security into Common Stock

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

Key Terms

RSUs, Employee Matters Agreement, spin-off, conversion of derivative security

4 terms

RSUs financial

"Represents the conversion of 6,080 RSUs into 7,903 RSUs pursuant"

RSUs, or restricted stock units, are a form of company shares given to employees as part of their compensation. They are typically awarded with certain restrictions, such as a waiting period before they can be fully owned or sold, similar to earning a gift that becomes fully yours over time. For investors, RSUs can impact a company's stock offerings and reflect how much the company relies on stock-based incentives to attract and retain talent.

Employee Matters Agreement financial

"pursuant to the adjustment required by the Employee Matters Agreement entered"

spin-off financial

"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.

conversion of derivative security financial

"transaction_code_description": "Conversion of derivative security""

FAQ

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

What did insider James K. Pool III report in this Form 4 for MIDD?

He reported acquiring 1,823 shares of MIDDLEBY Corp Common Stock on July 20, 2026, via a conversion of derivative securities, resulting in total direct holdings of 58,229 shares of Common Stock.

How many MIDD shares does James K. Pool III hold after this transaction?

After the reported transaction, James K. Pool III directly holds 58,229 shares of MIDDLEBY Corp Common Stock, as stated in the filing.

What type of transaction was reported in this MIDD Form 4?

The filing reports a conversion of derivative security (code C), in which 1,823 Common Stock shares were acquired on July 20, 2026, with no per-share price disclosed.

How were RSUs adjusted in connection with the Midera spin-off from MIDD?

The footnote states that 6,080 RSUs were converted into 7,903 RSUs under the Employee Matters Agreement, an adjustment required in connection with the spin-off of Midera Food Processing, Inc. from Middleby, completed on July 6, 2026.

Was the reported MIDD insider transaction under a Rule 10b5-1 plan?

The filing indicates the Rule 10b5-1 checkbox is not affirmed (aff_10b5_one is false), and the related footnote does not state that the transaction occurred under a Rule 10b5-1 trading plan.

Did the MIDD Form 4 report any insider sales of stock?

No. The Form 4 reports an acquisition of shares via a conversion of derivative securities and no sales. The transaction summary shows zero sell transactions and one acquire transaction.

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

Form 4 Insider Transactions: What Each Field Means →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Available on EDGAR 08/28/2026 - 05:16 PM EDT Accepted by SEC EDGAR 08/28/2026 - 05:15 PM EDT 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^*

Pool III James K

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Technology and*

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	07/20/2026		C	V	1,823	A	(1)	58,229	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 the conversion of 6,080 RSUs into 7,903 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.

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)