MIDDLEBY (MIDD) CCO surrenders 2,344 shares for RSU tax withholding

Rhea-AI Filing Summary

MIDDLEBY Corp Chief Commercial Officer Steve Spittle reported a tax-related share disposition. He surrendered 2,344 shares of common stock at $168.86 per share to cover tax liabilities tied to the vesting of time-based RSUs. After this transaction, he directly holds 52,087 shares of MIDDLEBY common stock.

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^*

Spittle Steve

(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 Commercial Officer

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)	52,087	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:

	Michael D. Thompson POA	03/03/2026
	** 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).
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FAQ

What insider transaction did MIDDLEBY (MIDD) disclose for Steve Spittle?

MIDDLEBY reported that Chief Commercial Officer Steve Spittle surrendered 2,344 common shares to cover tax liabilities from vesting time-based RSUs. This tax-withholding disposition used shares instead of cash and is a routine administrative transaction rather than an open-market sale.

Was Steve Spittle’s MIDDLEBY (MIDD) Form 4 transaction an open-market sale?

No, the Form 4 shows a tax-withholding disposition, not an open-market sale. 2,344 shares were surrendered to satisfy tax obligations arising from vesting time-based RSUs, meaning the shares funded taxes rather than being sold for investment or trading purposes.

How many MIDDLEBY (MIDD) shares did Steve Spittle dispose of and at what price?

Steve Spittle surrendered 2,344 MIDDLEBY common shares at a reported value of $168.86 per share. The transaction was coded as tax withholding related to RSU vesting, indicating the shares were used to pay taxes instead of being sold on the open market.

How many MIDDLEBY (MIDD) shares does Steve Spittle hold after this Form 4 transaction?

Following the tax-withholding disposition, Steve Spittle directly owns 52,087 MIDDLEBY common shares. This figure reflects his remaining stake after 2,344 shares were surrendered to cover tax liabilities connected to the vesting of his time-based restricted stock units.

What does transaction code F mean in the MIDDLEBY (MIDD) Form 4 filing?

Transaction code F indicates payment of an exercise price or tax liability using securities. In this filing, it shows Steve Spittle surrendered 2,344 shares to satisfy tax obligations related to vesting RSUs, rather than executing a discretionary purchase or sale in the market.