Miller Industries (MLR) CEO RSU vesting and tax share withholding

Rhea-AI Filing Summary

Miller Industries CEO and President William G. Miller II reported routine equity compensation activity involving restricted stock units (RSUs) and related common shares. On March 15, 2026, 19,067 time-based RSUs vested and were converted into 19,067 shares of common stock. To cover tax withholding obligations on this vesting, 7,331 common shares were withheld at a price of $43.88 per share, rather than sold on the open market.

Following these transactions, Miller directly held 72,715 shares of common stock. He also held time-based RSUs representing 16,635 underlying shares that vest in three equal annual installments beginning March 6, 2025, and an additional 12,000 underlying shares vesting in three equal annual installments beginning March 15, 2027. The filing also shows a new grant of 29,732 RSUs, each representing a contingent right to receive one share of Miller Industries 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)
03/15/2026

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		19,067(1)	A	(3)	80,046	D
Common Stock	03/15/2026		F		7,331(2)	D	$43.88	72,715	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			19,067	(1)	(1)	Common Stock	19,067	$0	38,133	D
Restricted Stock Unit	(3)	03/15/2026		A		29,732		(4)	(4)	Common Stock	29,732	$0	29,732	D
Restricted Stock Unit	(3)							(5)	(5)	Common Stock	16,635		16,635	D
Restricted Stock Unit	(3)							(6)	(6)	Common Stock	12,000		12,000	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 19,067 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 William G. Miller, II	03/17/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transactions did Miller Industries (MLR) disclose for its CEO?

Miller Industries reported CEO William G. Miller II had 19,067 restricted stock units vest and convert into common shares, with 7,331 shares withheld for taxes. He also received a new grant of 29,732 RSUs and continues to hold additional unvested RSUs.

Did the Miller Industries (MLR) CEO buy or sell common stock on the open market?

The CEO did not report any open-market purchases or sales. Shares were acquired through vesting and conversion of 19,067 restricted stock units, while 7,331 shares were withheld solely to satisfy tax obligations related to the vesting event, not as discretionary market sales.

How many Miller Industries (MLR) common shares does the CEO hold after these transactions?

After the reported transactions, CEO William G. Miller II directly held 72,715 shares of Miller Industries common stock. This figure reflects the net position following the RSU conversion of 19,067 shares and the tax withholding of 7,331 shares on March 15, 2026.

What restricted stock units (RSUs) remain outstanding for the Miller Industries (MLR) CEO?

The CEO holds RSUs representing 16,635 underlying shares vesting in three equal annual installments starting March 6, 2025, and 12,000 underlying shares vesting in three equal annual installments beginning March 15, 2027. These time-based RSUs each convert into one share upon vesting.

What is the size and nature of the new RSU grant to the Miller Industries (MLR) CEO?

The filing shows a new grant of 29,732 restricted stock units to the CEO. Each RSU represents a contingent right to receive one share of Miller Industries common stock, reflecting equity-based compensation rather than an open-market purchase transaction.

How were the tax obligations handled for the Miller Industries (MLR) CEO’s RSU vesting?

When 19,067 restricted stock units vested on March 15, 2026, 7,331 common shares were withheld to cover tax withholding obligations. The withholding occurred at a share price of $43.88, functioning as a non-market disposition to satisfy required taxes.