MADONIA FRANK 4

What Happened

• Frank Madonia, Executive Vice President, Secretary & General Counsel of Miller Industries (MLR), had 2,000 time-based restricted stock units (RSUs) vest on March 1, 2026. The RSUs converted into 2,000 shares of common stock.
• To cover tax withholding, 480 of those shares were withheld and disposed of at an implied withholding price of $42.03 per share, totaling $20,174. The conversion of RSUs is reported as a derivative-to-common-stock conversion.

Key Details

• Transaction date: March 1, 2026; Form 4 filed March 3, 2026 (filing appears timely).
• Vested/conversion: 2,000 RSUs -> 2,000 shares (reported as exercise/conversion of a derivative).
• Tax withholding: 480 shares withheld at $42.03 each, proceeds $20,174 (reported as a disposition for tax withholding).
• Shares owned after the transaction: not specified in the provided filing excerpt.
• Relevant footnotes from the filing:
  • F1/F3: These were time-based RSUs (each RSU equals one share) that vested in the reported installment and will be delivered within 30 days of vesting.
  • F2: Confirms the 480 shares were withheld to satisfy tax withholding on the 2,000 vested RSUs.
  • F4/F5: The filing also notes other RSU grants with staggered vesting schedules (future vesting in three or five installments).

Context

• This was not an open-market sale or purchase by the insider; it was a routine vesting of RSUs with a portion withheld for taxes (common, administrative action).
• For retail investors: withholding to cover taxes is standard and does not necessarily signal buying or selling intent. The conversion of RSUs into shares increases total shares held by the insider net of withheld shares but no additional cash purchase was made.