Middleby (NASDAQ: MIDD) director awarded 1,161 time-based restricted stock units

Rhea-AI Filing Summary

Nerbonne Robert A reported acquisition or exercise transactions in this Form 4 filing.

Middleby Corp director Robert A. Nerbonne received a grant of 1,161 time-based restricted stock units of common stock on March 6, 2026. The award was recorded at a price of $0.0000 per unit and will vest in full on March 6, 2027, after which vested shares will be issued to him.

Following this grant, Nerbonne directly holds 4,691 shares of common stock. He also has indirect ownership, through an irrevocable trust, of 21,471 shares of common stock, reflecting his broader equity exposure to Middleby.

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^*

Nerbonne Robert A

(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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
03/06/2026

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	03/06/2026		A		1,161	A	(1)	4,691	D
Common Stock								21,471	I	Through Irrevocable Trust

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. These shares represent time-based restricted stock units. Each restricted stock unit represents a contingent right to receive one share of common stock on the applicable vesting date. These restricted stock units will vest in full on March 6, 2027. Vested shares will be issued to the reporting person after the applicable vesting date.

Remarks:

	Michael D. Thompson POA	03/06/2026
	** 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.
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FAQ

What insider transaction did Middleby (MIDD) director Robert A. Nerbonne report?

Robert A. Nerbonne reported receiving 1,161 time-based restricted stock units of Middleby common stock. The units were granted at $0.0000 per unit and represent a contingent right to receive one share of common stock for each unit upon vesting.

When do Robert A. Nerbonne’s Middleby (MIDD) restricted stock units vest?

The 1,161 time-based restricted stock units granted to Robert A. Nerbonne will vest in full on March 6, 2027. After that vesting date, the corresponding shares of Middleby common stock will be issued to him according to the award terms described.

How many Middleby (MIDD) shares does Robert A. Nerbonne own directly after this Form 4?

After the reported grant, Robert A. Nerbonne directly owns 4,691 shares of Middleby common stock. This total reflects his direct holdings following the acquisition of 1,161 time-based restricted stock units reported in the Form 4 filing.

What indirect holdings in Middleby (MIDD) stock does Robert A. Nerbonne report?

Robert A. Nerbonne reports indirect ownership of 21,471 shares of Middleby common stock through an irrevocable trust. This indirect position is separate from his directly held shares and represents additional exposure to Middleby’s equity.

What does the Form 4 say about the nature of Nerbonne’s new Middleby (MIDD) award?

The filing explains the award is time-based restricted stock units, each representing a contingent right to receive one Middleby common share. Vested shares will be issued to Robert A. Nerbonne after the applicable vesting date of March 6, 2027.

Was cash paid for Robert A. Nerbonne’s newly granted Middleby (MIDD) restricted stock units?

No cash consideration is shown for the award; the Form 4 lists a transaction price per share of $0.0000. The grant represents equity-based compensation rather than an open-market purchase of Middleby common stock.