Miller Industries (MLR) EVP converts 2,000 RSUs, withholds shares for tax

Rhea-AI Filing Summary

Miller Industries executive Frank Madonia reported equity award activity involving restricted stock units and common shares. On March 1, 2026, 2,000 time-based restricted stock units vested and were converted into 2,000 shares of common stock at a stated price of $0.00 per share, increasing his direct common stock holdings to 8,759 shares before tax withholding.

To cover tax obligations on the vesting, 480 common shares were withheld at $42.03 per share, leaving him with 8,279 directly owned common shares afterward. Footnotes show he continues to hold time-based restricted stock units, including 9,948 units and 5,786 units that vest in three equal annual installments starting March 15, 2026 and March 6, 2025, respectively.

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^*

MADONIA FRANK

(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)
	Executive VP, Secretary & GC

3. Date of Earliest Transaction (Month/Day/Year)
03/01/2026

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	03/01/2026		M		2,000(1)	A	(3)	8,759	D
Common Stock	03/01/2026		F		480(2)	D	$42.03	8,279	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)	03/01/2026		M			2,000	(1)	(1)	Common Stock	2,000	$0	2,000	D
Restricted Stock Unit	(3)							(4)	(4)	Common Stock	9,948		9,948	D
Restricted Stock Unit	(3)							(5)	(5)	Common Stock	5,786		5,786	D

Explanation of Responses:

1. Represents the conversion of restricted stock units that vested on March 1, 2026. These are time-based restricted stock units that vest in five equal annual installments commencing on March 1, 2023. 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 2,000 time-based restricted stock units vested on March 1, 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, 2026.

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

	/s/ Frank Madonia	03/03/2026
	** 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 Miller Industries (MLR) report for Frank Madonia?

Miller Industries Executive VP Frank Madonia reported the vesting and conversion of 2,000 restricted stock units into common shares and a related tax-withholding share disposition. These transactions reflect routine equity compensation activity rather than open-market buying or selling of stock.

How many Miller Industries shares did Frank Madonia receive and retain from the RSU vesting?

Madonia had 2,000 restricted stock units vest and convert into 2,000 common shares. Of these, 480 shares were withheld to cover tax obligations, and he reported 8,279 common shares owned directly following the tax-withholding disposition on March 1, 2026.

Was Frank Madonia’s share disposition in MLR an open-market sale?

The disposition was not an open-market sale. The filing shows 480 Miller Industries common shares were withheld at $42.03 per share specifically to cover tax withholding obligations related to the vesting of 2,000 time-based restricted stock units on March 1, 2026.

What restricted stock unit awards does Frank Madonia still hold in Miller Industries (MLR)?

Madonia continues to hold time-based restricted stock units representing future rights to Miller Industries common shares. Footnotes state awards of 9,948 units and 5,786 units vest in three equal annual installments beginning March 15, 2026 and March 6, 2025, respectively.

How are Frank Madonia’s Miller Industries RSUs structured for vesting?

The RSUs are time-based awards that vest in equal annual installments. One award vested in five equal annual installments starting March 1, 2023, while other grants of 9,948 and 5,786 units vest in three equal annual installments from March 15, 2026 and March 6, 2025.