[SCHEDULE 13G/A] Middleby Corp SEC Filing

Rhea-AI Filing Summary

What this filing says: Victory Capital Management reports it beneficially owns 1,798,630 shares of Middleby common stock, representing 3.36% of the class. The filer reports sole voting power for 1,765,130 shares and sole dispositive power for 1,798,630 shares. The statement says these shares are held in the ordinary course of business and were not acquired to change or influence control of Middleby. This is a passive institutional disclosure showing an ownership stake but not an activist intent.

Positive

• Institutional ownership disclosed: Victory Capital beneficially owns 1,798,630 shares of Middleby, providing transparent reporting of a meaningful stake.
• Passive certification provided: The filer states the shares are held in the ordinary course of business and not to influence control, clarifying intent.

Negative

• None.

Insights

Financial Analyst

TL;DR: Victory Capital holds a modest 3.36% passive stake; this is routine institutional disclosure, not a control play.

The Schedule 13G/A shows an investment adviser holding 1,798,630 shares of Middleby with sole voting power over 1,765,130 shares. The adviser explicitly certifies the position is held in the ordinary course of business and not intended to influence control. For investors, this is a transparency event: it documents institutional interest but does not signal strategic change or a governance battle. Impact on valuation or control appears minimal.

Corporate Governance Expert

TL;DR: Filing signals passive ownership; voting and dispositive power figures align with a standard advisory holding.

From a governance perspective the key points are the 3.36% ownership level and the certification that the position is not meant to change control. The reported sole voting and dispositive powers indicate the adviser manages voting decisions for most of its holdings. Because the filer used Schedule 13G and included the ordinary-course certification, there is no regulatory red flag for active influence or coordinated group activity. This is not material to control dynamics.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)

Middleby Corp.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

596278101

(CUSIP Number)

06/30/2025

(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

Victory Capital Management, 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

NEW YORK

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 1,765,130.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 1,798,630.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,798,630.00

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)

3.36 %

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: Victory Capital Management, Inc.
(b)	Address or principal business office or, if none, residence: 15935 La Cantera Pkwy San Antonio, TX 78256
(c)	Citizenship: New York
(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: 1,798,630
(b)	Percent of class: 3.36 %
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 1,765,130
	(ii) Shared power to vote or to direct the vote: 0
	(iii) Sole power to dispose or to direct the disposition of: 1,798,630
	(iv) Shared power to dispose or to direct the disposition of: 0
Item 5.	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.
	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.

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.

Victory Capital Management, Inc.

Signature:	Barry Garrett
Name/Title:	Chief Compliance Officer
Date:	08/08/2025

FAQ

What stake does Victory Capital hold in Middleby (MIDD)?

Victory Capital reports beneficial ownership of 1,798,630 shares, representing 3.36% of Middleby common stock.

Does the filing indicate Victory Capital intends to influence control of Middleby?

No. The filing certifies the shares were acquired and are held in the ordinary course of business and not to change or influence control.

How much voting power does Victory Capital report for these shares?

The filer reports sole voting power for 1,765,130 shares and shared voting power 0.

What type of filer is Victory Capital on this Schedule 13G/A?

Victory Capital Management, Inc. is classified as an investment adviser (IA) filing under Schedule 13G.

What date does the filing list as the triggering event?

The filing lists the date of the event requiring the statement as June 30, 2025.