Middleby Corp reports a Schedule 13G/A showing Select Equity Group, L.P. and George S. Loening jointly beneficially own 1,500,535 shares of Common Stock, representing 3.32% of the class.
The filing states the ownership is based on 45,214,496 shares outstanding as of May 11, 2026. Both Select LP and Mr. Loening report shared voting and dispositive power over the 1,500,535 shares. The filing is a joint statement and lists Select Equity GP, LLC as the general partner.
Positive
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Insights
Large institutional stake disclosed: Select Equity Group reports 1.5M shares (3.32%).
The filing shows Select Equity Group, L.P. and George S. Loening jointly report beneficial ownership of 1,500,535 shares, cited as 3.32% of the outstanding Common Stock based on May 11, 2026. This identifies a visible, but sub-5% position under reporting thresholds.
Cash‑flow treatment and transaction history are not provided in the excerpt; subsequent SEC filings would show any changes. The reported shared voting/dispositive power indicates centralized decision control by the reporting persons.
Joint filing signals coordinated reporting and shared control.
The Schedule 13G/A is filed jointly by Select LP and George S. Loening and states Select Equity GP, LLC is the general partner. The filing lists shared voting power and shared dispositive power of 1,500,535 shares, consistent with an affiliated investor relationship.
This disclosure clarifies ownership percentages and entity roles; governance implications depend on future voting actions and any changes above 5% or other public filings.
Key Figures
Reported shares owned:1,500,535 sharesPercent of class:3.32%Shares outstanding (as of):45,214,496 shares
3 metrics
Reported shares owned1,500,535 sharesBeneficial ownership reported by Select LP and George S. Loening
Percent of class3.32%Calculated on 45,214,496 shares outstanding as of May 11, 2026
Shares outstanding (as of)45,214,496 sharesShares outstanding used for percentage calculation, as of May 11, 2026
Key Terms
Schedule 13G/A, shared dispositive power, general partner
3 terms
Schedule 13G/Aregulatory
"This is being filed jointly by Select Equity Group, L.P., and George S. Loening"
A Schedule 13G/A is an amended public filing with the U.S. securities regulator that updates a previous Schedule 13G, disclosing when an individual or group holds a substantial (typically over 5%) stake in a company and is claiming a passive, non‑controlling intent. Investors monitor these updates because rising or falling holdings can signal changing confidence, potential future moves, or shifts in voting power — like watching a public ledger where large shareholders quietly adjust their positions.
shared dispositive powerfinancial
"Shared Dispositive Power 1,500,535.00"
general partnergovernance
"By: Select Equity GP, LLC, its General Partner"
A general partner is the person or firm that runs an investment partnership and legally represents it — they make the day-to-day decisions, choose which assets to buy or sell, and are responsible for the partnership’s obligations. Investors care because the general partner’s judgment, risk-taking and fee and profit-sharing arrangements determine both the potential returns and the level of exposure to losses; think of the GP as the ship’s captain whose skill and honesty shape the voyage’s outcome.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 8)
MIDDLEBY CORP
(Name of Issuer)
Common Stock
(Title of Class of Securities)
596278101
(CUSIP Number)
03/31/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
596278101
1
Names of Reporting Persons
Select Equity Group, L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,500,535.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,500,535.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,500,535.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
3.3 %
12
Type of Reporting Person (See Instructions)
IA
Comment for Type of Reporting Person: Beneficial ownership based on 45,214,496 shares of common stock outstanding as of May 11, 2026, as reported on the Issuer's Report on Form 10-Q filed with the Securities and Exchange Commission on May 14, 2026.
SCHEDULE 13G
CUSIP Number(s):
596278101
1
Names of Reporting Persons
George S. Loening
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,500,535.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,500,535.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,500,535.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
3.3 %
12
Type of Reporting Person (See Instructions)
HC, IN
Comment for Type of Reporting Person: Beneficial ownership based on 45,214,496 shares of common stock outstanding as of May 11, 2026, as reported on the Issuer's Report on Form 10-Q filed with the Securities and Exchange Commission on May 14, 2026.
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
MIDDLEBY CORP
(b)
Address of issuer's principal executive offices:
1400 Toastmaster Drive, Elgin, IL 60120
Item 2.
(a)
Name of person filing:
This Schedule 13G is being filed jointly by Select Equity Group, L.P., a Delaware limited partnership ("Select LP"), and George S. Loening ("Loening"), who is the majority owner of Select LP and managing member of its general partner. Select LP and Loening are sometimes collectively referred to herein as the "Select Reporting Persons."
(b)
Address or principal business office or, if none, residence:
The business address of each of Select LP and Loening is 380 Lafayette Street, New York, New York 10003.
(c)
Citizenship:
George S. Loening is a United States citizen.
(d)
Title of class of securities:
Common Stock
(e)
CUSIP No.:
596278101
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
(i) Select Equity Group L.P. - 1,500,535
(ii) George S. Loening - 1,500,535
(b)
Percent of class:
(i) Select Equity Group L.P. - 3.32%
(ii) George S. Loening - 3.32%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
(i) Select Equity Group L.P. - 0
(ii) George S. Loening - 0
(ii) Shared power to vote or to direct the vote:
(i) Select Equity Group L.P. - 1,500,535
(ii) George S. Loening - 1,500,535
(iii) Sole power to dispose or to direct the disposition of:
(i) Select Equity Group L.P. - 0
(ii) George S. Loening - 0
(iv) Shared power to dispose or to direct the disposition of:
(i) Select Equity Group L.P. - 1,500,535
(ii) George S. Loening - 1,500,535
Item 5.
Ownership of 5 Percent or Less of a Class.
Ownership of 5 percent or less of a class
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
See Exhibit 99.1
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Select Equity Group, L.P.
Signature:
By: Select Equity GP, LLC, its General Partner, By: /s/ George S. Loening
Name/Title:
George S. Loening, Managing Member
Date:
05/15/2026
George S. Loening
Signature:
/s/ George S. Loening
Name/Title:
George S. Loening, an individual
Date:
05/15/2026
Exhibit Information
EXHIBIT 99.1 The identity and the Item 3 classification of the relevant subsidiary are: Select Equity Group, L.P., which is an Investment Adviser in accordance with Rule 13d-1(b)(1)(ii)(E).
What stake does Select Equity Group report in MIDD?
Select Equity Group, L.P. and George S. Loening report 1,500,535 shares, equal to 3.32% of common stock based on May 11, 2026. The filing records shared voting and dispositive power over those shares.
How many Middleby shares were outstanding for the ownership calculation?
The filing bases beneficial ownership on 45,214,496 shares outstanding as of May 11, 2026. That figure is cited as the denominator for the 3.32% ownership percentage.
Did the filing indicate sole voting or dispositive power for the reporting persons?
No. The Schedule 13G/A shows 0 sole voting and 0 sole dispositive power; it lists 1,500,535 shared voting and 1,500,535 shared dispositive power for both Select LP and George S. Loening.
Is this a Schedule 13D or 13G filing and what does that imply?
This submission is a Schedule 13G/A amendment, indicating a passive or qualifying investor reporting status rather than an active acquisition intention typically shown on a Schedule 13D. The filing type reflects reporting choice, not future actions.
Who signed the Schedule 13G/A for Select Equity Group?
The filing is signed by Select Equity GP, LLC as general partner and by George S. Loening as Managing Member, dated May 15, 2026, and also signed by Mr. Loening individually on the same date.
