Middleby (MIDD) CAO receives stock award and surrenders shares for tax

Rhea-AI Filing Summary

Middleby Corp Chief Accounting Officer Brittany C. Cerwin reported compensation-related stock activity. She acquired 1,807 shares of common stock upon vesting of performance-based PSUs awarded on August 9, 2023, and 801 shares were surrendered at a price of $143.08 per share to cover tax liabilities, leaving her with 21,103 shares directly owned.

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^*

Cerwin Brittany C

(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 Accounting 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		1,807	A	(1)	21,904	D
Common Stock	03/13/2026		F		801	D	$143.08(2)	21,103	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 transactions did Middleby (MIDD) report for Brittany C. Cerwin?

Middleby reported that Chief Accounting Officer Brittany C. Cerwin received 1,807 common shares from vesting performance-based PSUs. On the same date, 801 shares were surrendered at $143.08 per share to satisfy tax obligations tied to that vesting event.

Were Brittany C. Cerwin’s Middleby (MIDD) transactions open-market buys or sells?

The transactions were not open-market buys or sells. Shares were acquired through vesting of performance-based PSUs and a portion was surrendered to cover tax liabilities, a routine compensation and withholding mechanism rather than a discretionary market trade.

How many Middleby (MIDD) shares did Brittany C. Cerwin hold after these transactions?

After the March 13, 2026 transactions, Brittany C. Cerwin directly owned 21,103 shares of Middleby common stock. This figure reflects both the 1,807 PSUs that vested and the 801 shares surrendered to cover associated tax obligations on the vesting event.

What triggered the share award to Middleby (MIDD) executive Brittany C. Cerwin?

The share award was triggered by the vesting of performance-based PSUs granted on August 9, 2023. Upon vesting, 1,807 Middleby common shares were delivered to Chief Accounting Officer Brittany C. Cerwin as part of her long-term incentive compensation package.

Why were 801 Middleby (MIDD) shares surrendered by Brittany C. Cerwin?

The 801 shares were surrendered to fund Brittany C. Cerwin’s tax liability arising from the vesting of performance-based PSUs. This tax-withholding disposition is a common administrative step and does not represent an open-market sale decision by the executive.