T. Rowe Price (MIDD) discloses 6.42M-share stake, 13.6% ownership (Schedule 13G/A)

Rhea-AI Filing Summary

MIDDLEBY CORP reported that T. Rowe Price Associates, Inc. holds 6,420,118 shares of Common Stock, representing 13.6% of the class as declared in this Schedule 13G/A.

The filing shows sole voting power of 6,078,369 shares and sole dispositive power of 6,420,118 shares. The cover lists CUSIP 596278101 and an internal form date of 03/31/2026; the signature is dated 05/15/2026.

Insights

Institutional Ownership Analyst

T. Rowe Price reports a large passive position: 6.42M shares (13.6%).

The filing states that T. Rowe Price Associates, Inc. beneficially owns 6,420,118 shares representing 13.6% of common stock. The cover shows sole voting power of 6,078,369 shares, indicating day-to-day voting control aligned with the holding.

Filing type is Schedule 13G/A, typically used for passive or qualifying investors. The statement disclaiming beneficial ownership appears in the text; attribution complexities in footnotes or agreements could further clarify voting or investment discretion.

Regulatory Compliance Specialist

This amendment updates a Schedule 13G position disclosure and preserves required SEC attribution language.

The document contains key compliance items: issuer name, CUSIP 596278101, filer identity, and exact share counts for voting and dispositive power. The signature block is dated 05/15/2026.

Because this is an amendment to a Schedule 13G, it signals an ownership disclosure rather than an active transaction; subsequent filings would show material changes requiring Schedule 13D treatment if ownership becomes active.

Key Figures

Beneficially owned: 6,420,118 shares Percent of class: 13.6% Sole voting power: 6,078,369 shares +4 more

7 metrics

Beneficially owned 6,420,118 shares Amount beneficially owned (Item 4)

Percent of class 13.6% Percent of class reported (Item 4)

Sole voting power 6,078,369 shares Sole power to vote (Item 4(i))

Sole dispositive power 6,420,118 shares Sole power to dispose (Item 4(iii))

CUSIP 596278101 Issuer CUSIP shown on cover

Form date 03/31/2026 Internal form date on cover

Signature date 05/15/2026 Signature block date

Key Terms

Beneficially owned, Sole Dispositive Power, Schedule 13G/A

3 terms

Beneficially owned regulatory

"Amount beneficially owned: 6420118 (Item 4)"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

Sole Dispositive Power regulatory

"Sole power to dispose or to direct the disposition of: 6420118"

Sole dispositive power is the exclusive legal authority to decide what happens to a security — for example, whether to sell, transfer, or retain shares — without needing anyone else’s permission. Investors care because it signals who truly controls the economic outcome of an investment: like holding the only key to a safe, the holder can realize gains or losses and may trigger regulatory reporting, insider rules, or influence over corporate ownership.

Schedule 13G/A regulatory

"Form type: SCHEDULE 13G/A (header)"

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.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 4)

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

T. Rowe Price Associates, Inc.

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

MARYLAND

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 6,078,369.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 6,420,118.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

6,420,118.00

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)

13.6 %

12

Type of Reporting Person (See Instructions)

IA

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: T. Rowe Price Associates, Inc.
(b)	Address or principal business office or, if none, residence: 1307 Point Street, Baltimore, MD 21231
(c)	Citizenship: Maryland
(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: 6420118
(b)	Percent of class: 13.6 %
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 6078369
	(ii) Shared power to vote or to direct the vote: 0
	(iii) Sole power to dispose or to direct the disposition of: 6420118
	(iv) Shared power to dispose or to direct the disposition of: 0
Item 5.	Ownership of 5 Percent or Less of a Class.
	Not Applicable
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.
	Not Applicable
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. T. Rowe Price Associates, Inc. hereby declares and affirms that the filing of Schedule 13G shall not be construed as an admission that Price Associates is the beneficial owner of the securities referred to, which beneficial ownership is expressly denied.

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.

T. Rowe Price Associates, Inc.

Signature:	Ellen York
Name/Title:	Vice President
Date:	05/15/2026

FAQ

What does the Schedule 13G/A filed by T. Rowe Price for MIDD show?

It reports 6,420,118 shares beneficially owned, representing 13.6% of the class. The filing lists voting and dispositive power counts and includes CUSIP 596278101 and form dates.

Does T. Rowe Price have voting control over MIDDLEBY (MIDD) shares?

Yes; the filing shows sole voting power of 6,078,369 shares. It also reports sole dispositive power of 6,420,118 shares, per the ownership table in the amendment.

What is the filing date and signature date on the MIDD Schedule 13G/A?

The cover lists an internal form date of 03/31/2026 and the signature is dated 05/15/2026. Those dates appear in the header and signature block respectively.

Does the Schedule 13G/A assert beneficial ownership or disclaim it for MIDDLEBY?

The filing both reports share counts and includes a clause expressly denying beneficial ownership. It states the filing "shall not be construed as an admission" that Price Associates is the beneficial owner.