Middleby (MIDD) CFO disposes shares to cover RSU-related taxes

Rhea-AI Filing Summary

Middleby Corp Chief Financial Officer Bryan E. Mittelman reported a tax-related share disposition. On March 1, 2026, he surrendered 1,933 shares of common stock at $168.86 per share to fund his tax liability from vesting time-based RSUs. After this transaction, he directly owned 42,763 shares of Middleby common stock. This was a tax-withholding disposition rather than an open-market sale.

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^*

Mittelman Bryan E.

(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 Financial 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		1,933	D	$168.86(1)	42,763	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.
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FAQ

What insider transaction did Middleby (MIDD) CFO Bryan Mittelman report?

Middleby CFO Bryan E. Mittelman reported a tax-related share disposition. He surrendered 1,933 shares of common stock to cover taxes triggered by the vesting of time-based restricted stock units, as disclosed in a Form 4 insider trading report.

How many Middleby (MIDD) shares were disposed of and at what price?

Bryan E. Mittelman disposed of 1,933 Middleby common shares at $168.86 each. This transaction was recorded as a tax-withholding disposition connected to the vesting of time-based restricted stock units rather than a discretionary open-market stock sale.

Why did the Middleby (MIDD) CFO dispose of shares in this Form 4 filing?

The shares were surrendered to fund the CFO’s tax liability from RSU vesting. A footnote explains that the transaction related to time-based restricted stock units, making it an automatic tax-withholding event instead of an elective stock sale for investment reasons.

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

No, the filing describes a tax-withholding disposition rather than an open-market trade. Shares were surrendered to satisfy taxes arising from vesting time-based RSUs, meaning the transaction was administrative and linked to compensation, not a voluntary sale decision.

How many Middleby (MIDD) shares does the CFO hold after this transaction?

After surrendering shares for tax withholding, the CFO directly owns 42,763 Middleby common shares. This figure reflects his position following the 1,933-share disposition tied to the vesting of time-based restricted stock units described in the Form 4 filing.

What type of security was involved in the Middleby (MIDD) CFO’s Form 4?

The transaction involved Middleby common stock. The Form 4 specifies non-derivative securities, with 1,933 common shares surrendered at $168.86 per share to cover tax obligations resulting from the vesting of time-based restricted stock units granted as equity compensation.