Middleby (MIDD) CEO gets 10,579-share PSU vesting, 4,688 shares withheld for taxes

Rhea-AI Filing Summary

Middleby Corp CEO Timothy J. FitzGerald reported compensation-related share activity in company common stock. He received 10,579 shares on March 13, 2026 through the vesting of performance-based PSUs awarded on August 9, 2023, at a stated price of $0.0000 per share.

To cover associated taxes, 4,688 shares were surrendered at $143.08 per share as a tax-withholding disposition, not an open-market sale. After these transactions, his direct holdings total 346,378 shares. Indirect holdings include shares held in family trusts and by spouse and children, with beneficial ownership disclaimed except for any pecuniary interest.

Insights

Equity Compensation Analyst

Routine PSU vesting with tax withholding; no open-market trading.

The CEO of Middleby Corp received 10,579 shares through vesting of performance-based PSUs, a standard equity compensation event. The award stems from PSUs granted on August 9, 2023, reinforcing that this is part of a pre-existing compensation structure.

To satisfy tax obligations, 4,688 shares were surrendered at $143.08 per share. This F-code transaction represents tax withholding, not a market sale, so it carries little informational value about the CEO’s view of the stock. Following these entries, he directly holds 346,378 shares.

Additional shares are reported as indirectly held through family trusts and by spouse and children, with footnotes stating beneficial ownership is disclaimed except for any pecuniary interest. Overall, the filing reflects routine equity vesting and related tax settlement, with no new derivatives and no open-market buying or selling activity.

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
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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)
03/13/2026

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		10,579	A	(1)	351,066	D
Common Stock	03/13/2026		F		4,688	D	$143.08(2)	346,378	D
Common Stock								25,200	I	By Spouse and Children
Common Stock								20,000	I	Timothy J. FitzGerald 2012 Gift Trust(3)
Common Stock								56,250	I	Andrea C. FitzGerald 2012 Gift Trust(4)

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.

3. 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.

4. 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	03/16/2026
	** 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.

FAQ

What insider transactions did Middleby (MIDD) CEO Timothy J. FitzGerald report?

Timothy J. FitzGerald reported 10,579 Middleby common shares acquired through vesting of performance-based PSUs on March 13, 2026. In the same filing, 4,688 shares were surrendered at $143.08 per share to cover tax obligations tied to that vesting event.

Were Middleby (MIDD) shares bought or sold on the open market in this Form 4?

No open-market trades were reported. The CEO’s Form 4 shows a grant of 10,579 shares from PSU vesting and a tax-withholding disposition of 4,688 shares, where shares were surrendered to cover taxes rather than sold in the market.

How many Middleby (MIDD) shares does the CEO hold directly after this filing?

After the reported transactions, Timothy J. FitzGerald directly holds 346,378 shares of Middleby common stock. This figure reflects the net impact of the PSU vesting grant and the related tax-withholding share surrender disclosed in the Form 4 filing.

What price was used for the tax-withholding Middleby (MIDD) shares?

For the tax-withholding disposition, 4,688 shares of Middleby common stock were valued at $143.08 per share. These shares were surrendered to satisfy the reporting person’s tax liability arising from the vesting of performance-based PSUs, not sold in an open-market transaction.

What performance award led to the 10,579-share grant in Middleby (MIDD) stock?

The 10,579-share acquisition resulted from vesting of performance-based PSUs that were originally awarded on August 9, 2023. The Form 4 notes that these shares represent PSUs that achieved vesting conditions and converted into Middleby common stock as compensation.

Does the Middleby (MIDD) CEO have indirect holdings through family trusts?

Yes. The filing reports indirect holdings in the Timothy J. FitzGerald 2012 Gift Trust, the Andrea C. FitzGerald 2012 Gift Trust, and shares held by spouse and children, with beneficial ownership disclaimed except for any pecuniary interest, as described in the Form 4 footnotes.