FITZGERALD TIMOTHY JOHN 4

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.