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Middleby (NASDAQ: MIDD) CEO surrenders shares to cover RSU tax bill

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

Rhea-AI Filing Summary

Middleby Corp CEO Timothy J. FitzGerald reported a tax-related share disposition. On March 1, 2026, 6,486 shares of Middleby common stock were surrendered at an implied price of $168.86 per share to cover his tax liability from vesting time-based RSUs.

After this tax-withholding disposition, FitzGerald directly owned 340,487 Middleby shares. He also reported indirect holdings of 25,200 shares held by his spouse and children, 20,000 shares in the Timothy J. FitzGerald 2012 Gift Trust, and 56,250 shares in the Andrea C. FitzGerald 2012 Gift Trust, with beneficial ownership disclaimed except for his pecuniary interest.

Positive

  • None.

Negative

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Insider FITZGERALD TIMOTHY JOHN
Role Chief Executive Officer
Type Security Shares Price Value
Tax Withholding Common Stock 6,486 $168.86 $1.10M
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
Holdings After Transaction: Common Stock — 340,487 shares (Direct); Common Stock — 25,200 shares (Indirect, By Spouse and Children)
Footnotes (1)
  1. Transaction related to the surrender of shares to fund reporting person's tax liability in connection with vesting of time-based RSUs. The reporting person is the spouse of the trustee and a beneficiary of the Timothy J. FitzGerald 2012 Gift Trust. Beneficial ownership is disclaimed except to the extent of the reporting person's pecuniary interest therein. This filing shall not be deemed an admission that the reporting person is, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the beneficial owner of any equity securities covered by this filing. The reporting person is the trustee and a beneficiary of the Andrea C. FitzGerald 2012 Gift Trust. Beneficial ownership is disclaimed except to the extent of the reporting person's pecuniary interest therein. This filing shall not be deemed an admission that the reporting person is, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the beneficial owner of any equity securities covered by this filing.
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Form 4 Insider Transactions: What Each Field Means →
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*
FITZGERALD TIMOTHY JOHN
(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
X Officer (give title below) Other (specify below)
Chief Executive 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 6,486 D $168.86(1) 340,487 D
Common Stock 25,200 I By Spouse and Children
Common Stock 20,000 I Timothy J. FitzGerald 2012 Gift Trust(2)
Common Stock 56,250 I Andrea C. FitzGerald 2012 Gift Trust(3)
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.
2. The reporting person is the spouse of the trustee and a beneficiary of the Timothy J. FitzGerald 2012 Gift Trust. Beneficial ownership is disclaimed except to the extent of the reporting person's pecuniary interest therein. This filing shall not be deemed an admission that the reporting person is, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the beneficial owner of any equity securities covered by this filing.
3. The reporting person is the trustee and a beneficiary of the Andrea C. FitzGerald 2012 Gift Trust. Beneficial ownership is disclaimed except to the extent of the reporting person's pecuniary interest therein. This filing shall not be deemed an admission that the reporting person is, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the beneficial owner of any equity securities covered by this filing.
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).
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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did MIDD CEO Timothy J. FitzGerald report on March 1, 2026?

Timothy J. FitzGerald reported a tax-related share disposition on March 1, 2026. 6,486 Middleby common shares were surrendered to cover his tax liability arising from vesting time-based RSUs, rather than being sold in an open-market transaction.

How many MIDDLEBY Corp (MIDD) shares did the CEO dispose of for taxes?

The CEO disposed of 6,486 Middleby common shares to satisfy tax obligations tied to RSU vesting. The implied price per share was $168.86, based on the Form 4 data, and the transaction was coded as a tax-withholding disposition, not a traditional market sale.

How many MIDD shares does the CEO directly own after this Form 4 transaction?

Following the March 1, 2026 tax-withholding transaction, Timothy J. FitzGerald directly owned 340,487 Middleby common shares. This figure reflects his remaining direct holdings after 6,486 shares were surrendered to cover tax liabilities from vesting time-based restricted stock units.

What indirect MIDDLEBY Corp (MIDD) holdings are associated with the CEO and his family?

Indirect holdings reported include 25,200 shares held by his spouse and children, 20,000 shares in the Timothy J. FitzGerald 2012 Gift Trust, and 56,250 shares in the Andrea C. FitzGerald 2012 Gift Trust, with beneficial ownership disclaimed except for his pecuniary interest.

Was the MIDD CEO’s Form 4 transaction an open-market sale of shares?

No, the Form 4 shows a tax-withholding disposition, not an open-market sale. 6,486 shares were surrendered to fund the CEO’s tax liability triggered by the vesting of time-based RSUs, according to the transaction code and explanatory footnote.

What do the Form 4 footnotes say about the CEO’s beneficial ownership of MIDD trust shares?

The footnotes state he is a trustee and/or beneficiary of the 2012 gift trusts, but disclaims beneficial ownership of those trust-held shares except for his pecuniary interest. The filing clarifies it should not be deemed an admission of beneficial ownership under Section 16.