Middleby (MIDD) director Edward P. Garden reports large share purchases

Rhea-AI Filing Summary

Middleby Corporation director Edward P. Garden reported multiple purchases of Middleby common stock made on 12/11/2025, 12/12/2025, and 12/15/2025, all coded as purchases. The shares are reported as being held directly by GI SPV I and indirectly beneficially owned by Garden through related management entities.

Examples of the transactions include 24,732 shares at a weighted average price of $144.46 on 12/11/2025 and 28,089 shares at $146.33 on 12/12/2025. Following the reported transactions, Garden indirectly beneficially owned 3,379,737 shares of Middleby common stock. Each reported price is a weighted average of multiple trades within stated price ranges, and he has agreed to provide full trade details upon request.

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

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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^*

GARDEN EDWARD P

(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
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/11/2025

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	12/11/2025		P		10,138	A	$143.57(1)	3,286,972	I	Please see explanation below(2)
Common Stock	12/11/2025		P		24,732	A	$144.46(3)	3,311,704	I	Please see explanation below(2)
Common Stock	12/11/2025		P		1,346	A	$144.96(4)	3,313,050	I	Please see explanation below(2)
Common Stock	12/11/2025		P		8,109	A	$145.99(5)	3,321,159	I	Please see explanation below(2)
Common Stock	12/12/2025		P		28,089	A	$146.33(6)	3,349,248	I	Please see explanation below(2)
Common Stock	12/12/2025		P		15,749	A	$146.89(7)	3,364,997	I	Please see explanation below(2)
Common Stock	12/15/2025		P		14,740	A	$146.92(8)	3,379,737	I	Please see explanation below(2)

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. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $142.92 to $143.91, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range.

2. Reflects securities held directly by GI SPV I. Mr. Garden is the sole member of Garden Investment Management GP, LLC, which serves as the general partner of Garden Investment Management, L.P., which serves as the management company for GI SPV I. Accordingly, Mr. Garden may be deemed to indirectly beneficially own (as that term is defined in Rule 16a-1(a) under the Exchange Act) the securities of the Issuer beneficially owned by GI SPV I. Mr. Garden disclaims beneficial ownership of such securities except to the extent of his pecuniary interests therein, and this report shall not be deemed an admission that Mr. Garden is the beneficial owner of such securities for purposes of Section 16 of the Exchange Act or for any other purpose.

3. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $143.92 to $144.89, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range.

4. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $144.94 to $145.00, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range.

5. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $145.96 to $146.00, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range.

6. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $145.76 to $146.75, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range.

7. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $146.76 to $147.00, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range.

8. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $146.46 to $147.00, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range.

	/s/ Brian Jacoby, Attorney-In-Fact for Edward P. Garden	12/15/2025
	** 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).
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FAQ

What insider transactions did Middleby (MIDD) disclose in this filing?

The filing reports that director Edward P. Garden purchased Middleby common stock on 12/11/2025, 12/12/2025, and 12/15/2025, with each transaction coded as a purchase of common shares.

How many Middleby (MIDD) shares does Edward P. Garden beneficially own after the reported trades?

After the reported transactions, Edward P. Garden indirectly beneficially owned 3,379,737 shares of Middleby common stock, held through GI SPV I.

At what prices were the Middleby (MIDD) shares purchased by Edward P. Garden?

The reported prices are weighted averages. Examples include $143.57 for 10,138 shares, $144.46 for 24,732 shares, and $146.33 for 28,089 shares, with each based on multiple trades within stated price ranges.

How is GI SPV I related to Edward P. Garden in this Middleby (MIDD) filing?

The filing states that the securities are held directly by GI SPV I. Garden is the sole member of Garden Investment Management GP, LLC, which is general partner of Garden Investment Management, L.P., the management company for GI SPV I, so he may be deemed to indirectly beneficially own those shares.

Does Edward P. Garden claim full beneficial ownership of the Middleby (MIDD) shares held by GI SPV I?

No. The filing states that Garden disclaims beneficial ownership of the securities held by GI SPV I except to the extent of his pecuniary interest in them.

What do the weighted average prices mean in the Middleby (MIDD) insider transactions?

For each transaction, the reported price is a weighted average of multiple trades executed within a specified price range. Garden has undertaken to provide full details of the number of shares traded at each price within those ranges upon request.