Miller Industries (NYSE: MLR) exec exercises 2,893 RSUs, 678 shares withheld

Rhea-AI Filing Summary

Miller Industries executive Jeffrey I. Badgley, President, International and Military, converted 2,893 restricted stock units into the same number of common shares on March 6, 2026, at an exercise price of $0.00 per share. Each unit represents a contingent right to receive one share of common stock.

Of the vested shares, 678 common shares were withheld at $45.96 per share to cover tax obligations, a non–market sale. After these transactions, Badgley directly holds 22,654 common shares and continues to hold time-based restricted stock units covering 9,948 and 6,000 underlying shares that vest in future annual installments.

Insider Trade Summary

2,893 shares exercised/converted

Mixed 5 txns

Insider BADGLEY JEFFREY I

Role President, Int'l and Military

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Unit	2,893	$0.00	--
Exercise	Common Stock	2,893	$0.00	--
Tax Withholding	Common Stock	678	$45.96	$31K
holding	Restricted Stock Unit	--	--	--
holding	Restricted Stock Unit	--	--	--

Holdings After Transaction: Restricted Stock Unit — 2,893 shares (Direct); Common Stock — 23,332 shares (Direct)

Footnotes (1)

1. Represents the conversion of restricted stock units that vested on March 6, 2026. These are time-based restricted stock units that vest in three equal annual installments commencing on March 6, 2025. Vested shares will be delivered to the reporting person not later than 30 days after the vesting date. These shares were withheld to cover tax withholding obligations when 2,893 time-based restricted stock units vested on March 6, 2026. Each restricted stock unit represents a contingent right to receive one share of Miller Industries, Inc. common stock. These are time-based restricted stock units that vest in three equal annual installments commencing on March 15, 2026. These are time-based restricted stock units that vest in five equal annual installments commencing on March 1, 2023.

Form 4 Insider Transactions: What Each Field Means →

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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)
03/06/2026

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	03/06/2026		M		2,893(1)	A	(3)	23,332	D
Common Stock	03/06/2026		F		678(2)	D	$45.96	22,654	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)	03/06/2026		M			2,893	(1)	(1)	Common Stock	2,893	$0	2,893	D
Restricted Stock Unit	(3)							(4)	(4)	Common Stock	9,948		9,948	D
Restricted Stock Unit	(3)							(5)	(5)	Common Stock	6,000		6,000	D

Explanation of Responses:

1. Represents the conversion of restricted stock units that vested on March 6, 2026. These are time-based restricted stock units that vest in three equal annual installments commencing on March 6, 2025. 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 2,893 time-based restricted stock units vested on March 6, 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 five equal annual installments commencing on March 1, 2023.

	/s/ Frank Madonia, as attorney in fact for Jeffrey I. Badgley	03/10/2026
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did Miller Industries (MLR) executive Jeffrey Badgley report on this Form 4?

Jeffrey I. Badgley reported the conversion of 2,893 restricted stock units into 2,893 shares of Miller Industries common stock on March 6, 2026. This reflects time-based equity compensation vesting rather than an open-market share purchase or sale.

How many Miller Industries shares were withheld for taxes in this Badgley filing?

In this filing, 678 shares of Miller Industries common stock were withheld at $45.96 per share to cover tax obligations. This tax-withholding disposition is not an open-market sale and occurs as part of the vesting and settlement of restricted stock units.

How many Miller Industries common shares does Jeffrey Badgley hold after these transactions?

Following the reported transactions, Jeffrey Badgley directly holds 22,654 shares of Miller Industries common stock. This total reflects the newly delivered shares from vested units, net of the 678 shares withheld to satisfy related tax withholding obligations.

What restricted stock unit awards does Jeffrey Badgley still hold at Miller Industries (MLR)?

Badgley continues to hold time-based restricted stock units linked to 9,948 and 6,000 underlying Miller Industries common shares. These RSUs vest in scheduled annual installments beginning March 15, 2026 and March 1, 2023, respectively, providing additional future share deliveries.

Are Jeffrey Badgley’s Miller Industries transactions open-market buys or routine equity vesting?

The reported activity reflects routine equity vesting, not open-market trading. Badgley converted 2,893 restricted stock units into common shares at $0.00 exercise price, with 678 shares withheld for taxes, consistent with standard settlement of time-based stock awards.

What role does Jeffrey I. Badgley hold at Miller Industries related to this Form 4?

Jeffrey I. Badgley serves as Miller Industries’ President, International and Military. The Form 4 details his compensation-related equity transactions, specifically vesting and conversion of restricted stock units and associated tax-withholding share dispositions on March 6, 2026.