RSU adjustment gives Middleby director 349 more shares

MIDDLEBY Corp (MIDD) director OBRIEN GORDONconversion of a derivative security on July 20, 2026.

Rhea-AI Filing Summary

MIDDLEBY Corp (MIDD) director OBRIEN GORDONconversion of a derivative security on July 20, 2026. The conversion added 349 shares of common stock, bringing his directly held stake to 17,864 shares. He also reports 25,900 shares held indirectly in a family trust, where he is trustee and a beneficiary. A footnote states the event reflects the conversion of 1,161 RSUs into 1,510 RSUs pursuant to an adjustment required by an Employee Matters Agreement related to the spin-off of Midera Food Processing, Inc. from Middleby, completed on July 6, 2026.

Insider Trade Summary

Conversion: 349 shares

Conversion 2 txns

Insider OBRIEN GORDON

Role Director

Type	Security	Shares	Price	Value
Conversion	Common Stock F1	349	--	--
holding	Common Stock F2	--	--	--

Holdings After Transaction: Common Stock — 17,864 shares (Direct); Common Stock — 25,900 shares (Indirect, By Trust)

Footnotes (2)

1. 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.
2. F2. These shares are held by a family trust, of which the reporting person is the trustee and a beneficiary.

Key Figures

Shares acquired via conversion: 349 shares of Common Stock Direct holdings after transaction: 17,864 shares of Common Stock Indirect holdings in family trust: 25,900 shares of Common Stock +1 more

4 metrics

Shares acquired via conversion 349 shares of Common Stock Conversion of derivative security on July 20, 2026

Direct holdings after transaction 17,864 shares of Common Stock Direct ownership following the July 20, 2026 conversion

Indirect holdings in family trust 25,900 shares of Common Stock Held indirectly by a family trust, with OBRIEN GORDON as trustee and beneficiary

RSUs converted 1,161 RSUs into 1,510 RSUs Adjustment under Employee Matters Agreement related to Midera Food Processing, Inc. spin-off completed on July 6, 2026

Key Terms

Conversion of derivative security, RSUs, Employee Matters Agreement, spin-off, +1 more

5 terms

Conversion of derivative security financial

"transaction_code_description: "Conversion of derivative security""

RSUs financial

"conversion of 1,161 RSUs into 1,510 RSUs pursuant to the adjustment"

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 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.

family trust financial

"These shares are held by a family trust, of which the reporting person"

FAQ

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

What insider transaction did MIDD director OBRIEN GORDON report on July 20, 2026?

OBRIEN GORDON reported a conversion of a derivative security into 349 shares of MIDDLEBY Corp common stock on July 20, 2026, increasing his directly held position to 17,864 shares.

How many MIDD shares does OBRIEN GORDON hold directly and indirectly after this filing?

After the reported transaction, OBRIEN GORDON holds 17,864 MIDDLEBY Corp common shares directly and 25,900 shares indirectly through a family trust where he serves as trustee and beneficiary.

What RSU adjustment related to MIDD was disclosed in this Form 4?

A footnote states that 1,161 RSUs were converted into 1,510 RSUs under an Employee Matters Agreement connected to the spin-off of Midera Food Processing, Inc. from Middleby, which was completed on July 6, 2026.

Is the family trust’s MIDD holding attributed to OBRIEN GORDON in this filing?

Yes. The filing reports 25,900 MIDD shares held by a family trust, noting that OBRIEN GORDON is both trustee and a beneficiary, so the position is reported as indirect ownership.

Was the July 20, 2026 MIDD transaction under a Rule 10b5-1 trading plan?

No. The Form 4 indicates the Rule 10b5-1 checkbox is not checked, so the reported July 20, 2026 conversion was not affirmed as being made under a Rule 10b5-1 trading plan.

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

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Available on EDGAR 08/28/2026 - 05:05 PM EDT Accepted by SEC EDGAR 08/28/2026 - 05:04 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^*

OBRIEN GORDON

(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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	07/20/2026		C	V	349	A	(1)	17,864	D
Common Stock								25,900	I	By Trust(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. 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 are held by a family trust, of which the reporting person is the trustee and a beneficiary.

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)