Miller Industries (MLR) executive logs RSU vesting, tax withholding and new grant

Rhea-AI Filing Summary

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.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

BADGLEY JEFFREY I

(Last) (First) (Middle)

C/O MILLER INDUSTRIES, INC.

8503 HILLTOP DRIVE

(Street)

OOLTEWAH TN 37363

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
MILLER INDUSTRIES INC /TN/ [ MLR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President, Int'l and Military

3. Date of Earliest Transaction (Month/Day/Year)
03/15/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	03/15/2026		M		3,316(1)	A	(3)	25,970	D
Common Stock	03/15/2026		F		778(2)	D	$43.88	25,192	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Unit	(3)	03/15/2026		M			3,316	(1)	(1)	Common Stock	3,316	$0	6,632	D
Restricted Stock Unit	(3)	03/15/2026		A		6,140		(4)	(4)	Common Stock	6,140	$0	6,140	D
Restricted Stock Unit	(3)							(5)	(5)	Common Stock	2,893		2,893	D
Restricted Stock Unit	(3)							(6)	(6)	Common Stock	6,000		6,000	D

Explanation of Responses:

1. Represents the conversion of restricted stock units that vested on March 15, 2026. These are time-based restricted stock units that vest in three equal annual installments commencing on March 15, 2026. Vested shares will be delivered to the reporting person not later than 30 days after the vesting date.

2. These shares were withheld to cover tax withholding obligations when 3,316 time-based restricted stock units vested on March 15, 2026.

3. Each restricted stock unit represents a contingent right to receive one share of Miller Industries, Inc. common stock.

4. These are time-based restricted stock units that vest in three equal annual installments commencing on March 15, 2027.

5. These are time-based restricted stock units that vest in three equal annual installments commencing on March 6, 2025.

6. These are time-based restricted stock units that vest in five equal annual installments commencing on March 1, 2023.

	/s/ Frank Madonia, as attorney in fact for Jeffrey I. Badgley	03/17/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What insider transactions did MLR executive Jeffrey Badgley report on March 15, 2026?

Jeffrey I. Badgley reported the vesting and conversion of 3,316 restricted stock units into common shares, a new grant of 6,140 restricted stock units, and tax withholding of 778 common shares related to the vesting, all on March 15, 2026.

How many Miller Industries (MLR) shares does Jeffrey Badgley hold after these Form 4 transactions?

After the reported activity, Jeffrey I. Badgley directly holds 25,192 shares of common stock. In addition, he holds time-based restricted stock units representing 2,893 and 6,000 underlying common shares that will vest over future annual installments.

Was there an open-market sale of Miller Industries (MLR) stock in this Form 4?

No open-market sale was reported. Instead, 778 common shares were withheld at $43.88 per share solely to satisfy tax withholding obligations when 3,316 restricted stock units vested on March 15, 2026, a non-market tax-related disposition.

What new restricted stock units did MLR grant to Jeffrey Badgley?

Jeffrey I. Badgley received a new grant of 6,140 restricted stock units on March 15, 2026. These are time-based awards that vest in three equal annual installments commencing on March 15, 2027, each unit representing one share of common stock.

How do Jeffrey Badgley’s existing Miller Industries (MLR) RSU awards vest over time?

Badgley holds time-based restricted stock units for 2,893 underlying shares that vest in three equal annual installments starting March 6, 2025, and 6,000 underlying shares vesting in five equal annual installments commencing March 1, 2023, assuming continued service.

What does the tax withholding transaction in the MLR Form 4 represent?

The tax withholding involved 778 common shares at $43.88 per share and represents shares surrendered to cover tax obligations on vested restricted stock units. It is reported with code F and is not an open-market sale or discretionary trade.