MIDDLEBY Director Gordon O'Brien Receives 349 Shares

What Happened

• Gordon O'Brien, a director of MIDDLEBY (MIDD), acquired 349 shares on July 20, 2026 through the conversion of restricted stock units (RSUs). No cash price was paid (conversion; price N/A).
• The conversion reflects an adjustment that changed 1,161 RSUs into 1,510 RSUs (an increase of 349 RSUs) required by the Employee Matters Agreement related to Middleby’s spin‑off of Midera Food Processing, Inc., completed July 6, 2026. These shares are held in a family trust for which O'Brien is trustee and beneficiary.

Key Details

• Transaction date: 2026-07-20; Filing date: 2026-08-28 (filed late relative to the typical Form 4 two‑business‑day rule).
• Shares acquired via conversion: 349 (resulting RSUs after adjustment: 1,510).
• Price: N/A (conversion of derivative security/RSUs).
• Footnotes: F1 explains the RSU adjustment tied to the spin‑off; F2 notes shares are held in a family trust where O'Brien is trustee and beneficiary.
• Timeliness: The Form 4 was filed more than a month after the transaction date, reducing the immediacy of disclosure.

Context

• This was a corporate‑action conversion of RSUs due to a spin‑off adjustment, not an open‑market purchase or sale; such conversions are routine and do not directly signal the insider’s market view.
• Because the shares are held in a family trust of which O'Brien is trustee and beneficiary, the filing reports beneficial ownership via that trust rather than a direct personal brokerage account.