BADGLEY JEFFREY I 4

What Happened

• Jeffrey I. Badgley, President, International and Military of Miller Industries (MLR), had 3,316 time‑based restricted stock units (RSUs) vest on March 15, 2026. Those RSUs converted to shares; 778 shares were withheld to satisfy tax withholding (778 × $43.88 = $34,139), leaving a net delivery of 2,538 shares to Badgley. The filing also reports a new grant of 6,140 RSUs (no cash paid).

Key Details

• Transaction date: March 15, 2026; Form 4 filed March 17, 2026 (appears timely).
• Vested/converted: 3,316 RSUs converted to shares (reported as derivative conversion).
• Tax withholding: 778 shares withheld at $43.88 per share for taxes, value reported $34,139.
• Net shares delivered to insider: 3,316 − 778 = 2,538 shares (derived from filing entries).
• New grant: 6,140 RSUs awarded (derivative award, $0 price reported). Per filing footnotes, these RSUs are time‑based and vest in three equal annual installments beginning March 15, 2027.
• Each RSU represents the right to one share of common stock (per footnote).
• Shares owned after the transactions are not shown in the excerpt of the filing.

Context

• This was not an open‑market purchase or sale; it reflects RSU vesting and a subsequent withholding of shares to cover tax liabilities (a common, administrative transaction). The new 6,140 RSU grant is a future‑vesting award and does not represent an immediate cash purchase or sale.