MIDDLEBY Corp — Director's Dealing 2025

Mar 7, 2025

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: MIDDLEBY Corp (MIDD)
CIK: 0000769520
Period of Report: 2025-02-24

Reporting Person: GARDEN EDWARD P (Director)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	752737	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Physically-settled forward contract (Obligation to Buy)	$	2029-10-31	Common Stock (1883129)		Indirect

Footnotes

F1: Reflects securities held directly by GI SPV I L.P. ("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 Securities Exchange Act of 1934, as amended (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.

F2: Reflects physically-settled forward contracts previously entered into by GI SPV I with an unaffiliated third party financial counterparty, which may be settled in cash or shares of Issuer common stock at prices between $129.48 and $144.57 per share plus a financing amount, at the election of GI SPV I, at any point prior to the expiration date set forth in Column 2.