Miller Industries (MLR) CEO nets shares as 16,635 RSUs vest and 4,779 withheld for taxes

Rhea-AI Filing Summary

Miller Industries CEO and President William G. Miller II exercised restricted stock units that vested on March 6, 2026, converting 16,635 units into the same number of common shares. To cover tax withholding obligations, 4,779 of these shares were withheld at $45.96 per share, leaving him with 60,979 common shares held directly after the transactions.

Following this vesting event, he also continues to hold time-based restricted stock units covering 57,200 underlying common shares that vest in three equal annual installments commencing on March 15, 2026, and additional restricted stock units covering 12,000 underlying shares that vest in five equal annual installments commencing on March 1, 2023. Each restricted stock unit represents a contingent right to receive one share of common stock.

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^*

Miller William G. II

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CEO and President

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		16,635(1)	A	(3)	65,758	D
Common Stock	03/06/2026		F		4,779(2)	D	$45.96	60,979	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			16,635	(1)	(1)	Common Stock	16,635	$0	16,636	D
Restricted Stock Unit	(3)							(4)	(4)	Common Stock	57,200		57,200	D
Restricted Stock Unit	(3)							(5)	(5)	Common Stock	12,000		12,000	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 16,635 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 William G. Miller, II	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 MLR CEO William G. Miller II report in this Form 4?

He reported the vesting and exercise of 16,635 restricted stock units into common shares on March 6, 2026. A portion of the resulting shares was withheld to satisfy tax obligations, and his direct share and RSU holdings were updated accordingly.

How many Miller Industries (MLR) RSUs vested for the CEO on March 6, 2026?

On March 6, 2026, 16,635 time-based restricted stock units vested for the CEO. These units converted into the same number of common shares, reflecting compensation previously granted that became deliverable under the company’s vesting schedule.

How many MLR shares were withheld for taxes in this Form 4 filing?

The filing shows that 4,779 common shares were withheld to cover tax withholding obligations. This withholding occurred when 16,635 restricted stock units vested, effectively reducing the number of shares delivered to the CEO for this vesting event.

What are the CEO’s direct Miller Industries (MLR) common share holdings after these transactions?

After the vesting and tax withholding entries, the CEO directly holds 60,979 shares of Miller Industries common stock. This figure reflects the net result of RSU conversion and shares withheld for tax obligations as disclosed in the Form 4.

What unvested restricted stock units does the MLR CEO still hold?

He continues to hold time-based restricted stock units covering 57,200 underlying shares that vest in three equal annual installments starting March 15, 2026, plus units covering 12,000 underlying shares vesting in five equal installments starting March 1, 2023.

Do the reported MLR Form 4 transactions represent open-market buying or selling?

No, the transactions reflect RSU vesting and related tax withholding, not open-market trades. Shares were acquired through the conversion of restricted stock units, and some were withheld to meet tax obligations, which is a common compensation mechanism.