[SCHEDULE 13G] Middleby Corp SEC Filing

Rhea-AI Filing Summary

The Goldman Sachs Group, Inc. and Goldman Sachs & Co. LLC filed a Schedule 13G reporting beneficial ownership of 3,944,420.55 shares of The Middleby Corporation, representing 7.4% of the class. The filing shows no sole voting or dispositive power and shared voting and dispositive power of 3,942,938.55 shares, indicating the stake is held jointly within the reporting group.

The submission includes a joint filing agreement and identifies Goldman Sachs & Co. LLC as a subsidiary that is a registered broker-dealer and investment adviser. The filing also certifies the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control.

Positive

• Disclosure of a material stake: The reporting group discloses ownership of 3,944,420.55 shares, equal to 7.4% of outstanding common stock, a material position above the 5% threshold.
• Certifies passive/ordinary-course holding: The filing contains a certification that the securities were acquired and are held in the ordinary course of business and not to change or influence control.
• Clear legal structure provided: Exhibit filings include a joint filing agreement and identification of the parent/subsidiary relationship, clarifying reporting responsibilities.

Negative

• None.

Insights

Financial Analyst

TL;DR: Disclosure of a 7.4% stake is material but the filing presents as a routine institutional disclosure with no stated intent to seek control.

Goldman Sachs reports aggregate beneficial ownership of 3,944,420.55 shares and indicates 0 sole voting or dispositive power and 3,942,938.55 shared voting and dispositive power. The use of Schedule 13G and the included certification that holdings are in the ordinary course of business suggest this is a passive, disclosure-driven filing rather than an activist stake. The attached exhibits document a joint filing agreement and the parent/subsidiary relationship that explain why shared powers are reported.

Corporate Governance Expert

TL;DR: Joint filing and shared powers are documented; there is no explicit governance challenge or control attempt in this filing.

The filing includes a joint filing agreement among reporting entities and identifies Goldman Sachs & Co. LLC as a subsidiary that may be deemed to beneficially own the securities. Reported shared voting/dispositive power rather than sole power indicates governance influence, if any, is exercised collectively within the group. The Item 10 certification explicitly states the position is not held to change or influence control, reducing immediate governance risk for the issuer.

08/14/2025 - 11:32 AM

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

THE MIDDLEBY CORPORATION

(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

THE GOLDMAN SACHS GROUP, 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

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 3,942,938.55
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 3,942,938.55

9

Aggregate Amount Beneficially Owned by Each Reporting Person

3,944,420.55

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)

7.4 %

12

Type of Reporting Person (See Instructions)

HC, CO

SCHEDULE 13G

CUSIP No. 596278101

1

Names of Reporting Persons

GOLDMAN SACHS & CO. LLC

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 0.00
6	Shared Voting Power 3,942,938.55
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 3,942,938.55

9

Aggregate Amount Beneficially Owned by Each Reporting Person

3,944,420.55

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)

7.4 %

12

Type of Reporting Person (See Instructions)

BD, OO, IA

SCHEDULE 13G

Item 1.
(a)	Name of issuer: THE MIDDLEBY CORPORATION
(b)	Address of issuer's principal executive offices: 1400 TOASTMASTER DRIVE, ELGIN, X1, 60120
Item 2.
(a)	Name of person filing: THE GOLDMAN SACHS GROUP, INC.| GOLDMAN SACHS & CO. LLC
(b)	Address or principal business office or, if none, residence: The Goldman Sachs Group, Inc. 200 West Street New York, NY 10282| Goldman Sachs & Co. LLC 200 West Street New York, NY 10282
(c)	Citizenship: THE GOLDMAN SACHS GROUP, INC. - Delaware| GOLDMAN SACHS & CO. LLC - 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: See the response(s) to Item 9 on the attached cover page(s).
(b)	Percent of class: See the response(s)to Item 11 on the attached cover page(s).
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: See the response(s) to Item 5 on the attached cover page(s).
	(ii) Shared power to vote or to direct the vote: See the response(s) to Item 6 on the attached cover page(s).
	(iii) Sole power to dispose or to direct the disposition of: See the response(s) to Item 7 on the attached cover page(s).
	(iv) Shared power to dispose or to direct the disposition of: See the response(s) to Item 8 on the attached cover page(s).
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.
	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 (99.2)
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.

THE GOLDMAN SACHS GROUP, INC.

Signature:	Name: Abhilasha Bareja
Name/Title:	Attorney-in-fact
Date:	07/17/2025

GOLDMAN SACHS & CO. LLC

Signature:	Name: Abhilasha Bareja
Name/Title:	Attorney-in-fact
Date:	07/17/2025

Exhibit Information

EXHIBIT (99.1) JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, the undersigned agree to the joint filing of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the Common Stock, par value $ per share, of THE MIDDLEBY CORPORATION and further agree to the filing of this agreement as an Exhibit thereto. In addition, each party to this Agreement expressly authorizes each other party to this Agreement to file on its behalf any and all amendments to such Statement on Schedule 13G. Date: THE GOLDMAN SACHS GROUP, INC. By:/s/ Abhilasha Bareja ---------------------------------------- Name: Abhilasha Bareja Title: Attorney-in-fact GOLDMAN SACHS & CO. LLC By:/s/ Abhilasha Bareja ---------------------------------------- Name: Abhilasha Bareja Title: Attorney-in-fact EXHIBIT (99.2) ITEM 7 INFORMATION The securities being reported on by The Goldman Sachs Group, Inc. ("GS Group"), as a parent holding company, are owned, or may be deemed to be beneficially owned, by Goldman Sachs & Co. LLC ("Goldman Sachs"), a broker or dealer registered under Section 15 of the Act and an investment adviser registered under Section 203 of the Investment Advisers Act of 1940. Goldman Sachs is a subsidiary of GS Group.

FAQ

What stake does Goldman Sachs report in Middleby (MIDD)?

Goldman Sachs reports beneficial ownership of 3,944,420.55 shares, representing 7.4% of the class of Middleby common stock.

Does Goldman Sachs report sole voting or dispositive power over the shares?

No. The filing shows 0 sole voting power and 0 sole dispositive power, with 3,942,938.55 shares reported as shared voting and dispositive power.

Was the statement filed on Schedule 13G and what does the filer say about purpose?

Yes. The document is a Schedule 13G and includes a certification that the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of the issuer.

Who signed the filing and were any exhibits attached?

The filing is signed by Abhilasha Bareja as attorney-in-fact for the reporting persons and includes Exhibit (99.1) Joint Filing Agreement and Exhibit (99.2) identifying the subsidiary and its Item 3 classification.

Does Goldman Sachs report ownership on behalf of another person or as part of a group?

Item 6 and Item 8 are marked Not Applicable, and the filing includes a joint filing agreement among the reporting entities rather than reporting ownership on behalf of a separate person or group member list.