MIDDLEBY (MIDD) CFO reports PSU vesting and tax-withholding share surrender

Rhea-AI Filing Summary

MIDDLEBY Corp Chief Financial Officer Bryan E. Mittelman reported equity compensation activity involving company common stock. He acquired 3,012 shares at no cost upon vesting of performance-based PSUs that were originally awarded on August 9, 2023. To cover related tax obligations, 1,335 shares were surrendered back to the company at a price of $143.08 per share, a non-market tax-withholding disposition rather than an open-market sale. After these transactions, Mittelman directly holds 44,440 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^*

Mittelman Bryan E.

(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 Financial 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		3,012	A	(1)	45,775	D
Common Stock	03/13/2026		F		1,335	D	$143.08(2)	44,440	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.
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FAQ

What insider transactions did MIDDLEBY (MIDD) disclose for CFO Bryan Mittelman?

MIDDLEBY reported that CFO Bryan Mittelman received 3,012 shares of common stock from vesting performance-based PSUs and surrendered 1,335 shares to cover tax liabilities. These transactions are compensation and tax-related, not open-market purchases or sales.

How many MIDDLEBY (MIDD) shares does the CFO hold after this Form 4?

After the reported transactions, CFO Bryan Mittelman holds 44,440 shares of MIDDLEBY common stock directly. This reflects the net impact of PSU vesting and the surrender of shares used to satisfy his tax obligations tied to that vesting event.

Was the MIDDLEBY (MIDD) CFO’s Form 4 a market purchase or sale?

The filing shows no open-market purchase or sale. Shares were acquired via vesting of performance-based PSUs at no cost, and a portion was surrendered back to the company at $143.08 per share solely to fund the related tax liability.

What triggered the share award reported in MIDDLEBY (MIDD) CFO’s Form 4?

The award reflects vesting of performance-based PSUs that were originally granted on August 9, 2023. Upon meeting the performance and vesting conditions, these units converted into 3,012 shares of MIDDLEBY common stock credited to the CFO.

How many MIDDLEBY (MIDD) shares were used to cover the CFO’s taxes?

To satisfy tax obligations arising from PSU vesting, 1,335 shares of MIDDLEBY common stock were surrendered at $143.08 per share. This tax-withholding disposition is an administrative step and does not represent an open-market sale activity.