Fuchsen Matthew R 4

What Happened

• Matthew R. Fuchsen, Chief Development Officer of MIDDLEBY Corp (MIDD), had 2,345 performance-based PSUs vest on 2026-03-13 (reported on Form 4). To cover the related tax liability, 688 of those shares were surrendered at $143.08 per share (proceeds/consideration = $98,439).
• The acquisition is reported as an award/vesting (transaction code A) and the share surrender for tax withholding is transaction code F. After the vesting and withholding, Fuchsen retained a net of 1,657 shares from this event.
• Using the $143.08 per-share figure disclosed for the withholding, the vesting implies a gross value of the 2,345 shares of roughly $335,523 and a net retained value of roughly $237,084 (these dollar amounts are approximate and implied by the withholding price).

Key Details

• Transaction date: 2026-03-13; Form 4 filed: 2026-03-16 (filed within the SEC’s required filing window).
• Transactions reported: A — 2,345 shares acquired on vesting of performance PSUs; F — 688 shares surrendered to satisfy tax withholding at $143.08/share (total $98,439).
• Shares owned after the transactions: not provided in the excerpt of the filing supplied here.
• Footnotes from the filing: F1 — shares were acquired upon vesting of performance-based PSUs awarded 8/9/2023; F2 — the 688-share surrender was to fund the reporting person’s tax liability related to those vested PSUs.
• This was not an open-market sale — the disposal was a sell-to-cover/tax withholding, which is a routine administrative action.

Context

• Performance stock units (PSUs) vest based on time and/or performance conditions; vesting increases insider holdings but tax withholding can reduce the net shares received. A surrender to cover taxes is common and does not necessarily indicate a decision to liquidate holdings.
• This transaction increased Fuchsen’s holdings on a gross basis (2,345 shares vested) and resulted in a net increase of shares held (net +1,657 shares from this event). Retail investors typically view outright open-market purchases as stronger signals than routine vesting or tax-withholding disposals.