Middleby (MIDD) executive gets stock award, surrenders shares to cover tax

Rhea-AI Filing Summary

Middleby Corp executive James K. Pool III reported a stock-based compensation event. On March 13, 2026, he acquired 4,130 shares of Middleby common stock at no cost through the vesting of performance-based PSUs awarded on August 9, 2023.

To cover related tax obligations, 1,626 shares were surrendered at a price of $143.08 per share, a disposition categorized as a tax-withholding transaction rather than an open-market sale. After these transactions, he directly holds 56,406 common shares.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Pool III James K

Role Chief Technology and*

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	4,130	$0.00	--
Tax Withholding	Common Stock	1,626	$143.08	$233K

Holdings After Transaction: Common Stock — 58,032 shares (Direct)

Footnotes (1)

1. Represents shares acquired upon vesting of performance-based PSUs that were awarded on August 9, 2023. Transaction related to the surrender of shares to fund reporting person's tax liability related to vesting of performance-based PSUs.

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^*

Pool III James K

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Technology and*

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		4,130	A	(1)	58,032	D
Common Stock	03/13/2026		F		1,626	D	$143.08(2)	56,406	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
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 transaction did Middleby (MIDD) executive James K. Pool III report?

James K. Pool III reported a stock-based compensation event, not an open-market trade. He received common shares from vesting of performance-based PSUs granted on August 9, 2023, and surrendered some shares solely to cover associated tax obligations.

How many Middleby (MIDD) shares did James K. Pool III acquire and at what cost?

He acquired 4,130 shares of Middleby common stock at $0.00 per share. These shares were received upon vesting of performance-based PSUs awarded on August 9, 2023, as part of his equity compensation package.

How many Middleby (MIDD) shares were surrendered by James K. Pool III for taxes and at what price?

He surrendered 1,626 shares of Middleby common stock at $143.08 per share. The surrender was explicitly described as funding his tax liability related to the vesting of performance-based PSUs, rather than a discretionary market sale.

How many Middleby (MIDD) shares does James K. Pool III hold after these transactions?

Following the transactions, he directly holds 56,406 shares of Middleby common stock. This figure reflects the net position after receiving 4,130 vested shares and surrendering 1,626 shares to satisfy the related tax obligation.

What are the performance-based PSUs referenced in James K. Pool III’s Middleby (MIDD) filing?

The filing states that the acquired shares came from vesting of performance-based PSUs awarded on August 9, 2023. These units converted into 4,130 common shares when performance and vesting conditions were met, triggering the reported grant and related tax withholding.

Does James K. Pool III’s Middleby (MIDD) Form 4 show any open-market buying or selling?

No open-market purchases or sales are reported. The Form 4 shows a grant of 4,130 shares from vesting of performance-based PSUs and a surrender of 1,626 shares to cover taxes, categorized as a tax-withholding disposition.