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Middleby (MIDD) adjusts Scherger RSUs after Midera spin-off

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

MIDDLEBY Corp (MIDD) reported that director Stephen R. Scherger acquired 349 shares of Common Stock on July 20, 2026 through a conversion of a derivative security. After this transaction, he held 5,758 Common shares directly. A related adjustment converted 1,161 RSUs into 1,510 RSUs under an Employee Matters Agreement connected to the completed spin-off of Midera Food Processing, Inc. on July 6, 2026.

Positive

  • None.

Negative

  • None.
Insider Scherger Stephen R.
Role Director
Type Security Shares Price Value
Conversion Common Stock F1 349 -- --
Holdings After Transaction: Common Stock — 5,758 shares (Direct)
Footnotes (1)
  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.
Common Stock acquired 349 shares Shares acquired on July 20, 2026 via conversion of derivative security
Common Stock holdings after transaction 5,758 shares Directly held by Stephen R. Scherger following the July 20, 2026 transaction
RSUs converted (pre-adjustment) 1,161 RSUs Restricted Stock Units converted under Employee Matters Agreement related to spin-off
RSUs after adjustment 1,510 RSUs Adjusted RSU amount pursuant to Employee Matters Agreement in spin-off
Spin-off completion date July 6, 2026 Date spin-off of Midera Food Processing, Inc. from Middleby was completed
Restricted Stock Units financial
"Represents the conversion of 1,161 RSUs into 1,510 RSUs pursuant..."
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.
Employee Matters Agreement regulatory
"pursuant to the adjustment required by the Employee Matters Agreement..."
spin-off financial
"in connection with the spin-off of Midera Food Processing, Inc. from Middleby..."
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

What insider transaction did MIDDLEBY Corp (MIDD) disclose for Stephen R. Scherger?
The filing reports that Stephen R. Scherger acquired 349 shares of MIDDLEBY Corp Common Stock on July 20, 2026 through a conversion of a derivative security, coded as a non-derivative acquisition on Form 4.

How many MIDD shares does Stephen R. Scherger hold after this Form 4 transaction?
Following the July 20, 2026 transaction, Stephen R. Scherger held 5,758 shares of MIDDLEBY Corp Common Stock directly, as reported in the Form 4 after giving effect to the derivative conversion.

What was the nature of the insider transaction in MIDD on July 20, 2026?
The transaction is described as a conversion of a derivative security into Common Stock, with 349 shares acquired and no per-share price reported. The Form 4 uses transaction code C with an acquisition designation.

Is the July 20, 2026 MIDD insider transaction under a Rule 10b5-1 plan?
The document-level checkbox for Rule 10b5-1 is marked false, and the footnote does not indicate a trading plan. The filing therefore does not describe this 349-share derivative conversion as executed under a 10b5-1 plan.

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

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Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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*
Scherger Stephen R.
(Last)(First)(Middle)
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)
XDirector10% 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)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock07/20/2026CV349A(1)5,758D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount 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.
Remarks:
Michael D. Thompson POA08/28/2026
** Signature of Reporting PersonDate
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