Middleby (MIDD) CDO gets PSU share award and surrenders stock for taxes

Rhea-AI Filing Summary

Middleby Corp Chief Development Officer Matthew R. Fuchsen reported equity compensation activity involving common stock. He received 2,345 shares on March 13, 2026 from the vesting of performance-based PSUs originally awarded on August 9, 2023, at no purchase price. To cover associated tax obligations from this vesting, 688 shares were surrendered back to the company at a price of $143.08 per share. After these compensation-related transactions, Fuchsen directly holds 41,600 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^*

Fuchsen Matthew R

(Last) (First) (Middle)

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 Development Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/13/2026

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	03/13/2026		A		2,345	A	(1)	42,288	D
Common Stock	03/13/2026		F		688	D	$143.08(2)	41,600	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. Represents shares acquired upon vesting of performance-based PSUs that were awarded on August 9, 2023.

2. Transaction related to the surrender of shares to fund reporting person's tax liability related to vesting of performance-based PSUs.

Remarks:

	Michael D. Thompson POA	03/16/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transactions did Middleby (MIDD) report for Matthew R. Fuchsen?

Middleby reported two Form 4 transactions for Matthew R. Fuchsen. He acquired 2,345 common shares from vesting performance-based PSUs, then 688 shares were surrendered to cover tax liabilities. These compensation-related moves left him holding 41,600 Middleby common shares directly.

Was the Middleby (MIDD) Form 4 transaction an open-market stock purchase or sale?

The reported Middleby transactions were not open-market trades. Shares were acquired through vesting of performance-based PSUs and a portion was surrendered to satisfy tax liabilities. No open-market buying or selling occurred; the activity reflects routine equity compensation and tax withholding.

How many Middleby (MIDD) shares did Matthew R. Fuchsen receive from PSU vesting?

Matthew R. Fuchsen received 2,345 Middleby common shares from PSU vesting. These shares were issued at no purchase price when performance-based PSUs awarded on August 9, 2023 vested. This award increased his direct ownership before subsequent tax-withholding surrender.

How many Middleby (MIDD) shares were used to cover taxes on the PSU vesting?

To cover tax obligations, 688 Middleby shares were surrendered. The Form 4 shows a tax-withholding disposition of 688 common shares at a value of $143.08 per share, directly tied to the vesting of performance-based PSUs on March 13, 2026.

What is Matthew R. Fuchsen’s Middleby (MIDD) shareholding after these Form 4 transactions?

After the reported transactions, Matthew R. Fuchsen holds 41,600 shares. The Form 4 states his direct ownership of Middleby common stock is 41,600 shares following the PSU vesting award and related tax-withholding share surrender.

What do the performance-based PSUs in the Middleby (MIDD) Form 4 represent?

The performance-based PSUs represent equity awards tied to performance goals. The filing notes that the 2,345 shares were acquired upon vesting of performance-based PSUs granted on August 9, 2023, indicating they became actual shares once specified performance conditions were met.