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  4. [Form 4] MIDDLEBY Corp Insider Trading Activity

Middleby (MIDD) director holds 3,758 shares after derivative conversion

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

Rhea-AI Filing Summary

MIDDLEBY Corp (MIDD) director Tejas P. Shah reported acquiring 349 shares of Common Stock on July 20, 2026 through a conversion of a derivative security. A related adjustment under an Employee Matters Agreement converted 1,161 RSUs into 1,510 RSUs in connection with the completed spin-off of Midera Food Processing, Inc. from Middleby on July 6, 2026. Following this transaction, Shah directly holds 3,758 shares of Middleby common stock.

Positive

  • None.

Negative

  • None.
Insider Shah Tejas P.
Role Director
Type Security Shares Price Value
Conversion Common Stock F1 349 -- --
Holdings After Transaction: Common Stock — 3,758 shares (Direct)
Footnotes (1)
  1. F1. Represents the conversion of 1,161 RSUs into 1,510 RSUs pursuant to the adjustment required by the Employee Matters Agreement entered into in connection with the spin-off of Midera Food Processing, Inc. from Middleby, which was completed on July 6, 2026.
Common Stock acquired 349 shares Conversion of derivative security on July 20, 2026
Common Stock held after transaction 3,758 shares Direct holdings of Tejas P. Shah after July 20, 2026 transaction
RSUs before adjustment 1,161 RSUs RSUs converted under Employee Matters Agreement linked to spin-off
RSUs after adjustment 1,510 RSUs Adjusted RSUs under Employee Matters Agreement after spin-off
Spin-off completion date July 6, 2026 Completion of spin-off of Midera Food Processing, Inc. from Middleby
RSUs financial
"Represents the conversion of 1,161 RSUs into 1,510 RSUs pursuant"
RSUs, or restricted stock units, are a form of company shares given to employees as part of their compensation. They are typically awarded with certain restrictions, such as a waiting period before they can be fully owned or sold, similar to earning a gift that becomes fully yours over time. For investors, RSUs can impact a company's stock offerings and reflect how much the company relies on stock-based incentives to attract and retain talent.
Employee Matters Agreement regulatory
"pursuant to the adjustment required by the Employee Matters Agreement"
spin-off financial
"entered into in connection with the spin-off of Midera Food"
A spin-off happens when a company creates a new, independent business by separating part of itself, like splitting off a division into its own company. This often happens so the new company can focus better on its own goals or attract different investors. It matters because it can lead to more growth opportunities and clearer focus for both companies.

FAQ

What insider transaction did Tejas P. Shah report at MIDD on July 20, 2026?
Tejas P. Shah reported acquiring 349 shares of MIDDLEBY Corp Common Stock on July 20, 2026 via a conversion of a derivative security, increasing his directly held position to 3,758 shares after the transaction.

How many MIDD shares does Tejas P. Shah hold after this Form 4 transaction?
After the reported transaction, Tejas P. Shah directly holds 3,758 shares of MIDDLEBY Corp common stock. This figure reflects his holdings immediately following the July 20, 2026 derivative conversion transaction.

What derivative adjustment involving RSUs is disclosed in this MIDD Form 4?
The filing discloses that 1,161 RSUs were converted into 1,510 RSUs pursuant to an Employee Matters Agreement entered into in connection with the spin-off of Midera Food Processing, Inc. from Middleby, which was completed on July 6, 2026.

Is the July 20, 2026 MIDD insider transaction under a Rule 10b5-1 trading plan?
No. The filing’s Rule 10b5-1 checkbox is not affirmed (set to false), indicating the reported July 20, 2026 transaction was not disclosed as being made pursuant to a Rule 10b5-1 trading plan.

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Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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*
Shah Tejas P.
(Last)(First)(Middle)
1400 TOASTMASTER DRIVE
(Street)
ELGIN ILLINOIS 60120
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
MIDDLEBY Corp [ MIDD ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
07/20/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Common Stock07/20/2026CV349A(1)3,758D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. Represents the conversion of 1,161 RSUs into 1,510 RSUs pursuant to the adjustment required by the Employee Matters Agreement entered into in connection with the spin-off of Midera Food Processing, Inc. from Middleby, which was completed on July 6, 2026.
Remarks:
Michael D. Thompson POA08/28/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR