Miller Industries' SEC filings document results of operations, material events, governance matters and capital-structure disclosures for a Tennessee-based manufacturer of towing and recovery equipment. Recent 8-K filings furnish quarterly and annual earnings releases, supplemental investor materials and updates tied to production, cash flow, dividends, capacity initiatives and completed strategic transactions.
The company's proxy materials cover board and executive-compensation matters, including severance protection plan amendments and change-in-control provisions. Its filings also include disclosure categories related to material agreements, shareholder voting matters, ownership, risk factors and the public-company controls that govern MLR's common stock and corporate reporting obligations.
Miller Industries reported a sharp earnings decline for the quarter ended March 31, 2026 as demand softened and costs stayed elevated. Net sales fell to $180.9 million from $225.7 million, mainly from lower North American production as the company reduced distributor inventory. Net income dropped to $0.6 million from $8.1 million, or $0.05 diluted EPS versus $0.69, with gross margin slipping to 14.2% due to tariffs and cost pressures.
Newly acquired Omars – S.p.A. added about $7.6 million of revenue but reduced pretax income by roughly $0.2 million, and non-cash acquisition-related expenses cut diluted EPS by about $0.13. Despite lower profits, operating cash flow improved to $30.7 million, allowing Miller to lift cash to $53.0 million, cut credit-facility borrowings to $20.0 million, pay $0.21 per share in dividends, and repurchase 49,074 shares for $2.2 million.
The company is pressing ahead with capacity investments, including about $9.1 million for a French facility expansion and an expected $100.0 million plant expansion in Ooltewah, Tennessee starting in late 2026. Management highlights ongoing headwinds from higher interest rates, insurance and fuel costs, Section 232 tariffs, geopolitical tensions, and softer retail demand, while expecting Omars to be accretive after acquisition-related charges.
Miller Industries reported first quarter 2026 net sales of $180.9 million, down 19.8% from $225.7 million a year earlier, as net income fell to $0.6 million from $8.1 million. Diluted earnings per share were $0.05 versus $0.69, pressured by higher operating expenses and non-cash acquisition-related costs from the Omars deal that reduced results by about $0.13 per diluted share.
The company reaffirmed its 2026 revenue outlook of $850 million to $900 million and expects full-year earnings per share to be generally in line with 2025. Management plans production volumes to be weighted toward the second half of 2026 and targets gross margins in the mid-13% range as mix normalizes.
Miller Industries is investing about $100 million in a new 200,000+ square foot facility at its Ooltewah, Tennessee headquarters, largely funded by operating cash flow. The Board approved a quarterly dividend of $0.21 per share and the company repurchased roughly $2.2 million of stock in the quarter. Cash and cash equivalents increased to $53.0 million, while total assets were $585.6 million and shareholders’ equity was $417.3 million as of March 31, 2026.
Miller Industries Inc. ownership disclosure: Vanguard Capital Management reports beneficial ownership of 571,376 shares of Common Stock, representing 5.02% of the class as of 03/31/2026. The filing shows sole voting power for 75,005 shares and sole dispositive power for 571,376 shares.
The statement notes these holdings include securities held for Vanguard funds and managed accounts and is signed by Ashley Grim on 04/30/2026.
Miller Industries, Inc. is soliciting proxies for its 2026 annual meeting, where shareholders will elect seven directors, cast an advisory vote on executive pay, and ratify Elliott Davis, LLC as independent auditor for 2026.
Shareholders of record as of March 31, 2026, when 11,371,730 shares of common stock were outstanding, may vote. The Board recommends voting for all director nominees, for the say-on-pay proposal, and for auditor ratification.
The proxy describes a governance framework with a majority-independent seven-member Board, a Lead Independent Director, fully independent key committees, anti-hedging and anti-pledging policies, and a clawback policy. It also outlines an executive compensation program that ties cash bonuses and equity awards to Adjusted Pretax Income and ESG goals, and a redesigned 2026 incentive framework that increases performance-based equity, including performance-based restricted stock units.
Miller Industries, Inc. has updated its executive severance arrangements through a Third Amended and Restated Severance Protection Plan approved by the Compensation Committee on April 7, 2026. The revised plan removes the equity portion of a participant’s annual bonus from the calculation of severance benefits, meaning only the non-equity bonus component will now factor into severance. Aside from this change, the prior change in control severance plan remains substantively unchanged. The full amended plan is available as Exhibit 10.1 to this report.
Miller Industries Inc. received an amended Schedule 13G from The Vanguard Group reporting 0 shares beneficially owned of Common Stock, representing 0% of the class. The filing explains an internal realignment effective January 12, 2026, under SEC Release No. 34-39538 that caused certain Vanguard subsidiaries and business divisions to report holdings separately.
The amendment is signed by Ashley Grim, Head of Global Fund Administration, dated 03/27/2026, and states that Vanguard and its managed accounts have no single outside person with >5% interest in the reported securities.
Miller Industries executive Jeffrey I. Badgley, President, Int'l and Military, reported several equity compensation events involving company stock. On March 15, 2026, 3,316 time-based restricted stock units vested and were converted into an equal number of common shares, consistent with prior grant terms.
To cover tax withholding obligations on this vesting, 778 common shares were withheld at $43.88 per share, a non-market, tax-related disposition rather than an open-market sale. On the same date, Badgley also received a new grant of 6,140 restricted stock units that vest in three equal annual installments beginning March 15, 2027.
Following these transactions, Badgley directly holds 25,192 shares of common stock. He also holds time-based restricted stock units representing 2,893 underlying common shares that vest in three equal annual installments commencing March 6, 2025, and 6,000 underlying common shares vesting in five equal annual installments commencing March 1, 2023.
Miller Industries Chief Financial Officer Deborah L. Whitmire reported routine equity compensation activity. On March 15, 2026, 5,803 time-based restricted stock units vested and were converted into the same number of common shares, increasing her direct stock ownership.
To cover tax obligations on this vesting, 2,022 common shares were withheld at $43.88 per share; this withholding is not an open-market sale. Whitmire also received a new grant of 10,341 restricted stock units. After these transactions, she directly holds 29,955.551 common shares and retains restricted stock units covering 5,063 and 6,000 underlying common shares that vest in scheduled annual installments.
Miller Industries Chief Revenue Officer Vincent J. Tiano reported routine equity compensation activity. On March 15, 2026, 3,316 time-based restricted stock units vested and were converted into an equal number of common shares. To cover tax withholding obligations, 778 common shares were withheld at $43.88 per share rather than sold in the open market.
Tiano also received a new grant of 6,140 restricted stock units, each representing a contingent right to one share of common stock that will vest in three equal annual installments beginning March 15, 2027. Following these transactions, he directly holds 13,032 shares of common stock and retains unvested restricted stock units tied to 4,893 underlying shares, reflecting ongoing, compensation-related alignment with shareholders rather than discretionary market trading.