Cerwin Brittany C 4

What Happened

• Brittany Cerwin, Chief Accounting Officer of MIDDLEBY Corp (MIDD), had 1,807 performance-based PSUs vest on March 13, 2026 (award code A). To satisfy tax withholding related to the vesting, 801 of those shares were surrendered (code F) at $143.08 per share for a cash value of $114,607.
• This was a vesting/award event with a tax-withholding share surrender, not an open-market sale. Net shares retained from this vesting: 1,006 (1,807 granted − 801 surrendered).

Key Details

• Transaction date: 2026-03-13; Form 4 filed: 2026-03-16 (filed within the Form 4 reporting window).
• Award (A): 1,807 shares acquired on vesting; price N/A.
• Tax withholding/surrender (F): 801 shares disposed at $143.08 each, total $114,607.
• Shares owned after transaction: not specified in the provided filing (filing only reports the vesting and withholding).
• Footnotes: F1 — shares were from performance-based PSUs awarded Aug 9, 2023; F2 — the 801-share surrender funded the reporting person’s tax liability.
• Transaction codes: A = Award/Grant; F = Tax withholding / surrender of shares.

Context

• This was a routine PSU vesting and withholding event (common when equity awards vest). Because shares were surrendered to cover taxes rather than sold on the open market, the transaction does not necessarily indicate a change in Cerwin’s view of company stock.
• For retail investors: awards increasing an insider’s holdings can be informative, but tax-withholding surrenders are administrative and should not be read as a conventional sale signal.