Middleby (NASDAQ: MIDD) CTO surrenders 2,344 shares for tax withholding

Rhea-AI Filing Summary

Middleby Corp Chief Technology officer James K. Pool III reported a Form 4 transaction showing a tax-withholding disposition of 2,344 shares of common stock on the vesting of time-based RSUs at a price of $168.86 per share, leaving him with 53,902 shares held directly.

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^*

Pool III James K

(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 Technology and*

3. Date of Earliest Transaction (Month/Day/Year)
03/01/2026

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	03/01/2026		F		2,344	D	$168.86(1)	53,902	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. Transaction related to the surrender of shares to fund reporting person's tax liability in connection with vesting of time-based RSUs.

Remarks:

* Operations Officer

	Michael D. Thompson POA	03/03/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transaction did Middleby (MIDD) report for James K. Pool III?

Middleby reported that Chief Technology officer James K. Pool III disposed of 2,344 shares of common stock. The transaction was a tax-withholding disposition tied to the vesting of time-based RSUs, rather than an open-market sale, and was reported on Form 4.

Was the Middleby (MIDD) Form 4 transaction an open-market sale?

No, the Form 4 shows a tax-withholding disposition, not an open-market sale. Shares were surrendered to cover James K. Pool III’s tax liability arising from the vesting of time-based restricted stock units (RSUs), according to the footnote disclosure.

How many Middleby (MIDD) shares did James K. Pool III surrender?

James K. Pool III surrendered 2,344 shares of Middleby common stock. The Form 4 describes this as a tax-withholding disposition connected to RSU vesting, meaning the shares were used to satisfy tax obligations rather than being sold on the open market.

At what price were James K. Pool III’s Middleby (MIDD) shares valued in the Form 4?

The 2,344 shares involved in the tax-withholding disposition were valued at $168.86 per share. This price is used in the Form 4 to describe the value of the common stock surrendered to satisfy the executive’s tax liability from vesting time-based RSUs.

How many Middleby (MIDD) shares does James K. Pool III hold after the transaction?

After the tax-withholding disposition, James K. Pool III directly holds 53,902 shares of Middleby common stock. This post-transaction balance reflects his remaining ownership following surrendering 2,344 shares to cover taxes related to the vesting of time-based RSUs.

What does a tax-withholding disposition mean in the Middleby (MIDD) Form 4?

A tax-withholding disposition means shares are surrendered to cover income tax due on equity awards. In this case, Middleby’s Chief Technology officer used 2,344 shares from vested time-based RSUs to satisfy his tax liability instead of paying cash to the tax authorities.