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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13D/A 0002044217 XXXXXXXX LIVE 1 Common Stock, par value $0.01 per share 01/06/2026 false 0000769520 596278101 MIDDLEBY Corp 1400 Toastmaster Drive Elgin IL 60120 GI SPV I L.P. 203-223-9001 73 Arch Street, 2nd Floor Greenwich CT 06830 Russell L. Leaf, Esq. (212) 728-8000 Willkie Farr & Gallagher LLP 787 Seventh Ave. New York NY 10019 Jared N. Fertman, Esq. (212) 728-8000 Willkie Farr & Gallagher LLP 787 Seventh Ave. New York NY 10019 0002040173 N GI SPV I L.P. WC N DE 0.00 3379737.00 0.00 3379737.00 3379737.00 N 6.71 PN Y GI SPV I GP LLC OO N DE 0.00 3379737.00 0.00 3379737.00 3379737.00 N 6.71 OO 0002044217 N Garden Investment Management, L.P. OO N DE 0.00 3379737.00 0.00 3379737.00 3379737.00 N 6.71 PN Y Garden Investment Management GP, LLC OO N DE 0.00 3379737.00 0.00 3379737.00 3379737.00 N 6.71 OO 0001257864 N Edward P. Garden OO N X1 0.00 3379737.00 0.00 3379737.00 3379737.00 N 6.71 IN Common Stock, par value $0.01 per share MIDDLEBY Corp 1400 Toastmaster Drive Elgin IL 60120 This Amendment No. 1 to Schedule 13D (this "Amendment No. 1") relates to shares of common stock, par value $0.01 per share (the "Common Stock"), of The Middleby Corporation (the "Issuer") and amends the initial statement on Schedule 13D filed with the Securities and Exchange Commission on May 16, 2025 (the "Schedule 13D"). All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D. The Schedule 13D is hereby amended as set forth in this Amendment No. 1. Item 3 of the Schedule 13D is hereby amended as follows: Since the filing of the Schedule 13D, the Reporting Persons have purchased 239,903 shares of Common Stock for an aggregate purchase price of $35,283,797.73 (including brokerage commissions and transaction costs). The source of funding for such transactions was the investment capital of the Reporting Persons (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business). Item 4 of the Schedule 13D is hereby amended as follows: On January 6, 2026, GIM entered into an amendment to the Cooperation Agreement with the Issuer (the "Cooperation Agreement Amendment"), pursuant to which and subject to the terms set forth therein (i) the Issuer agreed to include Edward P. Garden in the Issuer's slate of director nominees for its 2026 Annual Meeting of Stockholders (the "2026 Annual Meeting") and to recommend, support and solicit proxies for the election of Mr. Garden at the 2026 Annual Meeting, (ii) the Standstill Period (as defined in the Cooperation Agreement) was extended until the earlier of Mr. Garden ceasing to serve on the Board or 45 days prior to the advance notice deadline for the Company's 2027 annual meeting of stockholders, and (iii) GIM's voting commitments under the Cooperation Agreement were extended to the 2026 Annual Meeting or, if applicable, any other meeting or action by written consent of stockholders solicited by the Company or any third party during the Standstill Period. The foregoing description of the Cooperation Agreement Amendment does not purport to be complete and is qualified in its entirety by the full text of the Cooperation Agreement Amendment, a copy of which is filed as Exhibit 99.6 hereto and incorporated herein by reference. Item 5 of the Schedule 13D is hereby amended and restated in its entirety to read as follows: (a) and (b) The percentages in this Item 5 and in other provisions of this Amendment No. 1 relating to beneficial ownership of Common Stock are based on 50,371,250 shares of Common Stock outstanding as of November 3, 2025, as reported by the Issuer in its Form 10-Q filed on November 6, 2025. The responses of the Reporting Persons to rows 7, 8, 9, 10, 11 and 13 on the cover pages of this Amendment No. 1 are incorporated by reference. Each of (i) GSI GP, as the general partner of GSI, (ii) GIM GP, as the general partner of GIM, (iii) GIM, as the investment manager of GSI, and (iv) Mr. Garden, as the managing member of GSI GP and sole member of GIM GP, by virtue of its or his relationship to GSI may be deemed to indirectly beneficially own the shares of Common Stock directly beneficially owned by GSI. Each of GSI GP, GIM GP, GIM and Mr. Garden disclaims beneficial ownership of such securities of the Issuer for all other purposes. The transactions in the Common Stock effected during the past 60 days by the Reporting Persons are set forth on Schedule 1 attached hereto. No other person is known to the Reporting Persons to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock beneficially owned by any of the Reporting Persons. Not applicable. Item 6 of the Schedule 13D is hereby amended as follows: On January 6, 2026, GIM and the Issuer entered into the Cooperation Agreement Amendment, as defined and described in Item 4 of this Amendment No. 1, which is filed as Exhibit 99.6 hereto and incorporated herein by reference. Item 7 of the Schedule 13D is hereby amended and supplemented with the addition of the following: 99.6 Cooperation Agreement Amendment, dated as of January 6, 2026 (incorporated by reference to Exhibit 10.1 to the Issuer's Current Report on Form 8-K, filed with the Securities and Exchange Commission on January 6, 2026) 99.7 Schedule 1 GI SPV I L.P. /s/ Brian Jacoby Brian Jacoby, as attorney-in-fact for Edward P. Garden, Authorized Person 01/06/2026 GI SPV I GP LLC /s/ Brian Jacoby Brian Jacoby, as attorney-in-fact for Edward P. Garden, Authorized Person 01/06/2026 Garden Investment Management, L.P. /s/ Brian Jacoby Brian Jacoby, as attorney-in-fact for Edward P. Garden, Authorized Person 01/06/2026 Garden Investment Management GP, LLC /s/ Brian Jacoby Brian Jacoby, as attorney-in-fact for Edward P. Garden, Authorized Person 01/06/2026 Edward P. Garden /s/ Brian Jacoby Brian Jacoby, as attorney-in-fact for Edward P. Garden 01/06/2026