FITZGERALD TIMOTHY JOHN 4

What Happened
Timothy J. Fitzgerald, CEO of MIDDLEBY Corp (ticker: MIDD), disposed of 6,486 shares on March 1, 2026 as a tax-withholding transaction tied to vested time-based restricted stock units (RSUs). The reported per-share value was $168.86, for a total reported disposition of $1,095,226. This was not an open-market sale to express a market view but a routine surrender of shares to satisfy tax obligations.

Key Details

• Transaction date: 2026-03-01; Filing date: 2026-03-03 (filed timely).
• Shares surrendered/ disposed: 6,486 at $168.86 per share; total ≈ $1,095,226.
• Transaction code: F — shares surrendered to cover tax withholding on RSU vesting (cashless/surrender).
• Shares owned after transaction: not specified in this Form 4 filing.
• Relevant footnotes: F1 confirms surrender to fund tax liability on time-based RSUs; F2 and F3 note trust/spousal relationships and disclaimers of beneficial ownership related to gift trusts.

Context
This was a tax-withholding event tied to RSU vesting (common for executives) rather than a discretionary sale to raise cash or signal sentiment. Such transactions are routine and generally not interpreted on their own as a buy/sell signal about the company's outlook.