MIDDLEBY Corp — Director's Dealing 2025

Mar 7, 2025

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MIDDLEBY Corp (MIDD)
CIK: 0000769520
Period of Report: 2025-03-05

Reporting Person: GARDEN EDWARD P (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2025-03-05	Common Stock	C	1883129	—	Acquired	2635866	Indirect
2025-03-06	Common Stock	A	1108	—	Acquired	1108	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2025-03-05	Physically-settled forward contract (Obligation to Buy)	$	C	1883129	Disposed	2029-10-31	Common Stock (1883129)	Indirect

Footnotes

F1: On the Transaction Date, GI SPV I L.P. ("GI SPV I") physically settled forward contracts with an unaffiliated third party financial counterparty by purchasing an aggregate of 1,883,129 shares of Common Stock of the Issuer for prices between $129.48 and $144.57 per share plus a financing amount. The exercise and settlement of the physically-settled forward contracts and the acquisition of Issuer shares in connection therewith are exempt from Section 16(b) of the Securities Exchange Act of 1934 (the "Exchange Act") pursuant to Rule 16b-6(b) of the Exchange Act.

F2: Reflects securities held directly by GI SPV I. Mr. Garden is the sole member of Garden Investment Management GP, LLC, which serves as the general partner of Garden Investment Management, L.P., which serves as the management company for GI SPV I. Accordingly, Mr. Garden may be deemed to indirectly beneficially own (as that term is defined in Rule 16a-1(a) under the Exchange Act) the securities of the Issuer beneficially owned by GI SPV I. Mr. Garden disclaims beneficial ownership of such securities except to the extent of his pecuniary interests therein, and this report shall not be deemed an admission that Mr. Garden is the beneficial owner of such securities for purposes of Section 16 of the Exchange Act or for any other purpose.

F3: These shares represent time-based restricted stock units. Each restricted stock unit represents a contingent right to receive one share of common stock on the applicable vesting date. These restricted stock units will vest in full on March 6, 2026. Vested shares will be issued to the reporting person after the applicable vesting date.