Miller Industries Inc /Tn/ 8-K Filing

FAQ

Key Financial Figures

• $0.01 — ch Registered Common Stock, par value $0.01 per share MLR New York Stock Exchan
• $20.3 million — ximately 17.5 million (or approximately $20.3 million), on a debt-free, cash-free basis, subj
• $876,000 — osing of the acquisition, approximately $876,000 of the purchase price was placed into e

Filing Documents

• mlr-20251202x8k.htm (8-K) — 44KB
• mlr-20251202xex10d1.htm (EX-10.1) — 644KB
• mlr-20251202xex99d1.htm (EX-99.1) — 17KB
• mlr-20251202xex99d1001.jpg (GRAPHIC) — 6KB
• 0001104659-25-117534.txt ( ) — 924KB
• mlr-20251202.xsd (EX-101.SCH) — 3KB
• mlr-20251202_lab.xml (EX-101.LAB) — 15KB
• mlr-20251202_pre.xml (EX-101.PRE) — 10KB
• mlr-20251202x8k_htm.xml (XML) — 5KB

01

Item 1.01 Entry into a Material Definitive Agreement. On December 2, 2025, Luna Acquisition Corp., a Tennessee corporation ("Buyer") and a wholly-owned subsidiary of Miller Industries, Inc., a Tennessee corporation (the "Company"), entered into a Sale and Purchase Agreement (the "Purchase Agreement") with Andrea S.r.l, a company organized and existing under the laws of Italy ("Andrea"), Renato Andreis, a resident of Italy ("Andreis") and Stefano Francesco Martinotti, a resident of Italy ("Martinotti, and together with Andrea and Andreis, the "Sellers"), pursuant to which Buyer acquired all of the outstanding corporate capital of Omars – S.p.A., a company organized and existing under the laws of Italy ("Omars"). Omars is a designer and manufacturer of towing and recovery equipment based in Cuneo, Italy. Under the Purchase Agreement, and subject to the terms and conditions set forth therein, Buyer acquired all of the outstanding corporate capital of Omars for an aggregate purchase price of approximately 17.5 million (or approximately $20.3 million), on a debt-free, cash-free basis, subject to certain pre- and post-closing adjustments in respect of the net financial position and net working capital of Omars. At the closing of the acquisition, approximately $876,000 of the purchase price was placed into escrow to secure certain indemnification obligations of the Sellers under the Purchase Agreement. The acquisition was financed using cash on hand and by drawing on the Company's existing credit facility. The Purchase Agreement contains customary covenants and agreements, as well as representations and warranties regarding Omars, its subsidiaries, its assets and its business. The Purchase Agreement also contains certain customary indemnification provisions for breaches of covenants and for breaches of representations and warranties. Pursuant to the Purchase Agreement, the parties entered into certain ancillary agreements at the closing of the acquisition, including

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On December 2, 2025, the Company issued a press release announcing Buyer's entry into the Purchase Agreement and the transactions described in Item 1.01 above. A copy of the press release is attached as Exhibit 99.1 hereto and is incorporated into this Item 7.01 by reference. The information included in this Item 7.01, as well as Exhibit 99.1, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933.

01 Regulation FD Disclosure

Item 9.01 Regulation FD Disclosure. (d) Exhibits: The following exhibits are attached with this Current Report on Form 8-K: Exhibit No. Exhibit Description 10.1 Sale and Purchase Agreement, dated December 2, 2025, by and among Luna Acquisition Corp., Andrea S.r.l, Renato Andreis, and Stefano Francesco Martinotti. ** 99.1 Press Release, dated December 2, 2025. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) ** Certain schedules, annexes and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally to the SEC a copy of any omitted schedule, annex or exhibit upon request.

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Miller Industries, Inc. ( Registrant) By: /s/ Frank Madonia Frank Madonia Executive Vice President, General Counsel and Secretary Dated: December 2, 2025

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View this 8-K filing on SEC EDGAR