Scherger adds 349 Middleby shares via conversion

Q: 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.

Q: 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.

Q: What RSU adjustment related to MIDDLEBY Corp (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 entered into in connection with the spin-off of Midera Food Processing, Inc. from Middleby, which was completed on July 6, 2026.

Q: 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.

Q: 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.

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.

Filing Impact

(Neutral)

Filing Sentiment

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Form Type

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.

Insider Trade Summary

Conversion: 349 shares

Conversion 1 txn

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)

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.

Key Figures

Common Stock acquired: 349 shares Common Stock holdings after transaction: 5,758 shares RSUs converted (pre-adjustment): 1,161 RSUs +2 more

5 metrics

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

Key Terms

Restricted Stock Units, Employee Matters Agreement, spin-off

3 terms

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

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

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

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^*

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)

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	07/20/2026		C	V	349	A	⁽¹⁾	5,758	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

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 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)

Source: View Original Filing on SEC EDGAR