FITZGERALD TIMOTHY JOHN 4
4 · MIDDLEBY Corp · Filed Mar 16, 2026
Research Summary
AI-generated summary of this filing
MIDDLEBY CEO Timothy Fitzgerald Receives PSUs; 4,688 Shares Withheld
What Happened
Timothy J. Fitzgerald, CEO of MIDDLEBY Corp. (MIDD), had 10,579 performance-based PSU shares vest on March 13, 2026. To satisfy tax withholding on the vesting, 4,688 of those shares were surrendered (reported as a disposition) at a reported value of $143.08 per share, totaling $670,759. This transaction represents receipt of executive compensation (award vesting) with shares withheld for taxes — not an open-market sale.
Key Details
- Transaction date: March 13, 2026; Form 4 filed March 16, 2026 (appears timely; Form 4s are generally due within two business days).
- Award: 10,579 shares acquired upon vesting of performance-based PSUs awarded August 9, 2023 (footnote F1).
- Withholding: 4,688 shares surrendered to cover the reporting person’s tax liability (reported price $143.08/share; total $670,759) (footnote F2).
- Shares owned after transaction: Not specified in the filing.
- Additional footnotes: filing includes trust/disclaimer information (F3, F4) noting trustee/beneficiary status and disclaimers of beneficial ownership.
Context
Performance share unit vesting is standard executive compensation; the withholding of vested shares to cover taxes is routine and not the same as a discretionary sale. For retail investors, such awards indicate compensation realization but do not by themselves represent a directional buy/sell signal in the open market.
Insider Transaction Report
- Award
Common Stock
[F1]2026-03-13+10,579→ 351,066 total - Tax Payment
Common Stock
[F2]2026-03-13$143.08/sh−4,688$670,759→ 346,378 total
- 25,200(indirect: By Spouse)
Common Stock
- 20,000(indirect: By Trust)
Common Stock
[F3] - 56,250(indirect: By Trust)
Common Stock
[F4]
Footnotes (4)
- [F1]Represents shares acquired upon vesting of performance-based PSUs that were awarded on August 9, 2023.
- [F2]Transaction related to the surrender of shares to fund reporting person's tax liability related to vesting of performance-based PSUs.
- [F3]The reporting person is the spouse of the trustee and a beneficiary of the Timothy J. FitzGerald 2012 Gift Trust. Beneficial ownership is disclaimed except to the extent of the reporting person's pecuniary interest therein. This filing shall not be deemed an admission that the reporting person is, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the beneficial owner of any equity securities covered by this filing.
- [F4]The reporting person is the trustee and a beneficiary of the Andrea C. FitzGerald 2012 Gift Trust. Beneficial ownership is disclaimed except to the extent of the reporting person's pecuniary interest therein. This filing shall not be deemed an admission that the reporting person is, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the beneficial owner of any equity securities covered by this filing.