T. Rowe Price (MIDD) discloses 11.5% passive stake in Middleby Corp

Rhea-AI Filing Summary

T. Rowe Price Associates, Inc. has filed an amended Schedule 13G reporting a sizeable passive ownership stake in Middleby Corp common stock. The firm reports beneficial ownership of 5,772,273 shares, representing 11.5% of the outstanding class as of the event date.

T. Rowe Price states it has sole voting powersole dispositive power

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 3)

MIDDLEBY CORP

(Name of Issuer)

COMMON STOCK

(Title of Class of Securities)

596278101

(CUSIP Number)

12/31/2025

(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)

SCHEDULE 13G

CUSIP No. 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 5,465,643.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 5,772,249.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

5,772,273.00

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)

11.5 %

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: 5772273
(b)	Percent of class: 11.5 %
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 5465643
	(ii) Shared power to vote or to direct the vote: 0
	(iii) Sole power to dispose or to direct the disposition of: 5772249
	(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:	02/17/2026

FAQ

What stake does T. Rowe Price Associates hold in Middleby Corp (MIDD)?

T. Rowe Price Associates reports beneficial ownership of 5,772,273 shares of Middleby Corp common stock, representing 11.5% of the outstanding class. This level of ownership makes it a significant institutional holder in the company’s equity base.

Is T. Rowe Price Associates seeking to influence control of Middleby Corp (MIDD)?

No. T. Rowe Price Associates certifies the securities were acquired and are held in the ordinary course of business and not for changing or influencing control. The filing is characterized as a passive ownership position under Schedule 13G.

How much voting power does T. Rowe Price Associates have in Middleby Corp (MIDD)?

T. Rowe Price Associates reports sole voting power over 5,465,643 shares of Middleby Corp common stock and no shared voting power. This means it alone can vote these shares, subject to any internal or client mandates.

What dispositive power does T. Rowe Price Associates report over Middleby Corp (MIDD) shares?

The firm reports sole dispositive power over 5,772,249 shares of Middleby Corp common stock, with no shared dispositive power. Dispositive power reflects the ability to decide whether and when to sell or otherwise dispose of the shares.

What is the event date for T. Rowe Price’s Middleby Corp (MIDD) ownership disclosure?

The event that triggered the Schedule 13G/A reporting obligation is dated December 31, 2025. This date marks when T. Rowe Price’s ownership level or status required an updated beneficial ownership disclosure for Middleby Corp common stock.

How is T. Rowe Price Associates classified in this Middleby Corp (MIDD) filing?

T. Rowe Price Associates is identified as a Maryland corporation and fits within categories applicable to institutional investors, including as an investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E), consistent with a professional asset management role.