Miller Industries (NYSE: MLR) exec vests 6,000 RSUs, withholds shares for tax

Rhea-AI Filing Summary

Miller Industries executive Jeffrey I. Badgley, President, International and Military, reported equity award activity involving company stock. On March 1, 2026, he exercised 6,000 restricted stock units, receiving the same number of Miller Industries common shares at a stated price of $0.00 per share, reflecting the vesting of time-based units.

To cover associated tax withholding on this vesting, 1,440 common shares were automatically disposed of at $42.03 per share, a tax-withholding disposition rather than an open-market sale. Following these transactions, he directly held 20,439 common shares. He also continued to hold restricted stock units, with 9,948 units and 5,786 units scheduled to vest in three equal annual installments beginning on 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^*

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)
03/01/2026

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		6,000(1)	A	(3)	21,879	D
Common Stock	03/01/2026		F		1,440(2)	D	$42.03	20,439	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			6,000	(1)	(1)	Common Stock	6,000	$0	6,000	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 6,000 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, as attorney in fact for Jeffrey I. Badgley	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 MLR executive Jeffrey Badgley report?

Jeffrey I. Badgley reported exercising 6,000 restricted stock units into 6,000 shares of Miller Industries common stock. In connection with this vesting, 1,440 shares were withheld and disposed of at $42.03 per share to satisfy tax withholding obligations.

Did the MLR insider Form 4 show an open-market sale of shares?

No open-market sale was reported. The 1,440 Miller Industries shares were disposed of solely to cover tax withholding when 6,000 time-based restricted stock units vested, as indicated by the tax-withholding transaction coded “F” on the Form 4.

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

After the reported transactions, Jeffrey I. Badgley directly holds 20,439 shares of Miller Industries common stock. This reflects the 6,000 vested shares received from restricted stock units, net of 1,440 shares withheld and disposed to satisfy related tax obligations.

What restricted stock units does the MLR executive still hold?

Following the vesting, Badgley continues to hold two blocks of Miller Industries restricted stock units: 9,948 units and 5,786 units. These time-based RSUs vest in three equal annual installments starting March 15, 2026, and March 6, 2025, respectively.

What does transaction code M mean in the MLR Form 4 filing?

Transaction code M in this filing denotes the exercise or conversion of a derivative security. Here, it reflects the conversion of 6,000 Miller Industries restricted stock units, which vested on March 1, 2026, into 6,000 shares of common stock delivered to the reporting person.

Why were 1,440 MLR shares disposed of in the insider filing?

The 1,440 Miller Industries shares were withheld and disposed of to cover tax withholding obligations. This occurred when 6,000 time-based restricted stock units vested on March 1, 2026, and is classified as a tax-withholding disposition rather than a voluntary sale.