MIDDLEBY (MIDD) CAO surrenders shares to cover RSU tax liability

Rhea-AI Filing Summary

MIDDLEBY Corp Chief Accounting Officer Brittany C. Cerwin reported a tax-related share disposition. On the vesting of time-based restricted stock units, 1,256 shares of common stock were surrendered at $168.86 per share to cover her tax liability. After this tax-withholding disposition, she directly owns 20,097 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^*

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)
03/01/2026

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	03/01/2026		F		1,256	D	$168.86(1)	20,097	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. Transaction related to the surrender of shares to fund reporting person's tax liability in connection with vesting of time-based RSUs.

Remarks:

	Michael D. Thompson POA	03/03/2026
	** 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).
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FAQ

What insider transaction did MIDDLEBY (MIDD) report for Brittany C. Cerwin?

MIDDLEBY reported that Chief Accounting Officer Brittany C. Cerwin surrendered 1,256 common shares to cover taxes due on vesting restricted stock units. This tax-withholding disposition was reported on a Form 4 insider filing with direct ownership remaining afterward.

Was the MIDD insider transaction an open-market sale of shares?

No, the MIDD insider transaction was not an open-market sale. Shares were surrendered to satisfy Brittany C. Cerwin’s tax liability tied to vesting time-based RSUs, a common administrative mechanism rather than a discretionary sale into the market.

How many MIDDLEBY (MIDD) shares were disposed of in this Form 4 filing?

The Form 4 shows 1,256 MIDDLEBY common shares disposed of at a price of $168.86 per share. These shares were surrendered specifically to fund the reporting person’s tax liability when time-based restricted stock units vested.

How many MIDDLEBY (MIDD) shares does Brittany C. Cerwin own after the transaction?

After the tax-withholding disposition, Brittany C. Cerwin directly owns 20,097 MIDDLEBY common shares. This post-transaction holding figure reflects her remaining direct ownership following the surrender of shares to cover taxes on vesting RSUs.

What does transaction code F mean in the MIDD Form 4 filing?

Transaction code F indicates a tax-withholding disposition, where shares are delivered to pay exercise price or tax obligations. In this MIDD filing, shares were surrendered to cover Brittany C. Cerwin’s tax liability on vesting time-based restricted stock units.