Asbury Automotive Group Inc SEC Filings

Clara Daniel reported acquisition or exercise transactions in this Form 4 filing.

ASBURY AUTOMOTIVE GROUP INC Chief Executive Officer Clara Daniel received an equity award of 4,532 shares of common stock in the form of restricted share units. The units were granted at no cash cost and will vest in three equal annual installments beginning on the first anniversary of the grant date. After this award, Daniel directly holds 15,761 shares of Asbury Automotive Group common stock. This transaction reflects compensation-related equity, not an open-market purchase or sale.

Asbury Automotive Group amended a prior report to detail a new employment agreement with Daniel Clara as President and Chief Executive Officer. The agreement starts on May 4, 2026 and initially runs through May 4, 2027, with automatic one-year renewals unless either party gives 180 days’ notice.

Clara will receive a $1,100,000 annual base salary, a discretionary annual bonus targeted at 125% of base salary, and eligibility for annual equity awards targeted at $3,800,000, plus a one-time $2,300,000 equity grant. He also receives a company car and an $800 monthly car allowance.

If the company does not renew the agreement, terminates him without cause, or he resigns for good reason, he can receive cash severance equal to 100% of base salary and 100% of target bonus, a pro-rated bonus, up to 12 months of benefit continuation, and accelerated vesting of equity scheduled to vest within 364 days. If a qualifying termination occurs within two years after a change in control, cash severance increases to 200% of base salary and 200% of target bonus, with benefits for up to 24 months and full vesting of unvested equity awards.

Severance generally requires a release of claims and compliance with confidentiality, non-compete and non-solicitation covenants. The non-compete typically applies during employment and for one year after termination within a 50-mile radius of numerous company locations listed in an exhibit.

Asbury Automotive Group, Inc. reported results of its 2026 annual stockholder meeting and related governance changes. Stockholders approved an amendment to the company’s Amended and Restated Certificate of Incorporation to remove 80% supermajority voting requirements and replace them with a simple majority standard in specified Charter and By-Law sections.

All eleven director nominees were elected with approximately 16.2–16.6 million votes cast in favor for each nominee, with 1,171,193 broker non-votes recorded. Stockholders also approved the advisory resolution on executive compensation and ratified Ernst & Young LLP as independent auditor for the year ending December 31, 2026. A stockholder proposal regarding special stockholder meetings did not pass.

Asbury Automotive Group Inc ownership filing: Vanguard Capital Management reports beneficial ownership of 1,010,112 shares of common stock, representing 5.23% of the class as reported. The filing discloses sole voting power for 147,846 shares and sole dispositive power for 1,010,112 shares.

The filing lists Vanguard Capital Management's address in Malvern, PA, and is signed by Ashley Grim, Head of Global Fund Administration.

Asbury Automotive Group Inc ownership filing shows Vanguard Portfolio Management reports beneficial ownership of 1,136,202 shares of Common Stock, representing 5.88% of the class. The filing states Vanguard exercises sole dispositive power over these shares and holds sole voting power for 18,771 shares; the holdings are reported on behalf of Vanguard funds and related advisory affiliates.

Asbury Automotive Group reported first quarter 2026 net income of $187.8 million, or $9.87 diluted EPS, up 42% from $132.1 million, or $6.71, a year earlier, largely reflecting a $125.8 million gain on dealership divestitures.

Revenue was $4.11 billion, down 1% from $4.15 billion, while gross profit held roughly flat at $726.9 million. Adjusted net income, which excludes divestiture gains and other items, was $102.3 million, or $5.37 adjusted diluted EPS, down 24% from $134.3 million, or $6.82, in first quarter 2025.

During the quarter Asbury divested ten dealerships and terminated seven franchises, with the thirteen stores representing an estimated $625 million of annualized revenue and generating about $210 million of net proceeds. The company also repurchased about 678,000 shares for $147 million and ended the quarter with approximately $1.2 billion of liquidity and a transaction adjusted net leverage ratio of 3.2x.

ASBURY AUTOMOTIVE GROUP INC senior vice president and chief human resources officer Jed Milstein reported routine equity compensation activity in the company’s common stock. On February 4, 2022, he exercised awards to acquire 711 shares, then had 940 shares withheld to cover tax obligations tied to vesting of restricted and performance share units granted on February 4, 2020.

This amended filing also adds a previously omitted 367-share tax-withholding disposition and corrects the carried-forward share amounts on later reports. After these transactions, Milstein directly held between 13,114 and 13,825 shares of common stock as shown at different points in the sequence.

The Vanguard Group files an amendment to its Schedule 13G reporting no beneficial ownership in Asbury Automotive Group common stock. The filing states an Amount beneficially owned: 0 and Percent of class: 0%, reflecting an internal realignment that disaggregated subsidiaries and business divisions on 01/12/2026. The amendment is signed by Ashley Grim on 03/26/2026.

The filing explains that certain Vanguard subsidiaries will report beneficial ownership separately in reliance on SEC Release No. 34-39538, and that The Vanguard Group, Inc. no longer is deemed to have beneficial ownership over securities held by those units.