GARDEN EDWARD P 4

What Happened

• Edward P. Garden, a director of MIDDLEBY Corp (MIDD), was granted 1,161 restricted stock units (RSUs) on March 6, 2026. The filing lists the acquisition price as N/A because these are awards, not open‑market purchases; no immediate cash value is shown in the Form 4. The RSUs represent a contingent right to receive one share of common stock per unit when they vest on March 6, 2027. This is an award/grant (neither a buy nor a sell) commonly used for compensation or retention.

Key Details

• Transaction date: March 6, 2026; Filing date (Form 4): March 10, 2026 (filing appears to be later than the standard two‑business‑day Form 4 deadline).
• Transaction type and amount: Award/Acquisition of 1,161 time‑based restricted stock units (RSUs); price listed as N/A.
• Vesting: RSUs vest in full on March 6, 2027; vested shares will be issued after that date.
• Shares owned after transaction: Not specified in the provided excerpt.
• Notable footnotes:
  • F1 explains these are time‑based RSUs converting to one share each upon vesting.
  • F2 notes Mr. Garden may be deemed to indirectly beneficially own securities held by GI SPV I through related entities, but he disclaims beneficial ownership except to the extent of pecuniary interest.

Context

• RSU grants are standard compensation/retention tools and do not reflect an immediate purchase or sale of stock; the shares are typically nontransferable until vesting.
• The indirect‑ownership disclosure (F2) indicates holdings tied to investment vehicles managed by entities affiliated with Mr. Garden and is a legal clarification of potential beneficial ownership rather than a direct personal transaction.