Asbury Automotive (NYSE: ABG) SVP corrects Form 4 tax entries

Rhea-AI Filing Summary

Asbury Automotive Group SVP & CHRO Jed Milstein reported equity compensation activity dated February 4, 2022. A derivative award converted into 711.0000 shares of common stock, while 940 shares were withheld at $164.0300 per share to cover taxes on vested restricted and performance share units. An earlier Form 4 is amended to add a previously omitted 367-share tax-withholding entry, and Milstein now holds 13,137 Asbury common shares directly.

Insights

Equity compensation analyst

Routine vesting, tax withholding, and a clean-up amendment with no open-market trades.

The transactions for Jed Milstein on February 4, 2022 reflect equity awards vesting and conversion into 711 shares of common stock. These are compensation-related entries, not discretionary purchases, and use an exercise or conversion code rather than an open-market buy.

To cover tax liabilities on vesting of restricted and performance share units from the February 4, 2020 grants, the company withheld a total of 940 shares at a reference price of $164.03 per share. This F-code activity is a non-market tax settlement mechanism, so it carries little information about the insider’s view of the stock.

The amendment explains that a 367-share tax-withholding disposition was inadvertently left off a prior report and is now included, with corresponding share balances corrected on subsequent forms. Overall, this appears to be housekeeping around compensation accounting rather than a thesis-changing event for investors.

Insider Trade Summary

Net Seller: 229 shares

Net Sell 4 txns

Insider Milstein Jed

Role SVP & CHRO

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Common Stock	252	$164.03	$41K
Exercise	Common Stock	711	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	321	$164.03	$53K
Exercise Price or Tax Liability	Common Stock	367	$164.03	$60K

Holdings After Transaction: Common Stock — 13,137 shares (Direct)

Footnotes (4)

1. F1. Represents the number of shares of the Issuer's common stock withheld for payment of taxes upon the vesting of restricted share units granted on February 4, 2020.
2. F2. Represents vesting of performance share units upon the Issuer having met certain performance objectives, which objectives were certified as having been met on March 5, 2021. Each performance share unit converts into one share of the Issuer's common stock upon vesting. One-third of the performance share units granted on February 4, 2020 vested upon certification of the objectives having been met, which occurred on March 5, 2021, an additional one-third vested on February 4, 2022 and the remaining one-third vests on February 4, 2023.
3. F3. Represents the number of shares of the Issuer's common stock withheld for payment of taxes upon the vesting of performance share units, and the conversion of such units into shares of the Issuer's common stock, granted on February 4, 2020.
4. F4. On February 7, 2022, the reporting person filed a Form 4 which omitted the disposition of 367 shares of Issuer's common stock withheld for payment of taxes upon the vesting of restricted share units granted on February 4, 2020. This Form 4/A is being filed to include this disposition which was inadvertently omitted due to an administrative error. This amendment shall also serve to correct the corresponding amounts that were carried forward on Form 4 reports subsequently filed by the reporting person.

Key Figures

Tax withholding shares: 940 shares Shares from derivative conversion: 711.0000 shares Tax withholding lot 1: 252.0000 shares +4 more

7 metrics

Tax withholding shares 940 shares Total common shares withheld for taxes on February 4, 2022 equity vesting.

Shares from derivative conversion 711.0000 shares Common stock received through a derivative exercise/conversion reported for February 4, 2022.

Tax withholding lot 1 252.0000 shares Common shares withheld for taxes on February 4, 2022.

Tax withholding lot 2 321.0000 shares Additional common shares withheld for taxes on February 4, 2022.

Corrected tax-withholding entry 367.0000 shares Shares withheld for taxes whose disposition was previously omitted and is now included in this amendment.

Tax-withholding price 164.0300 per share Per-share value used for tax-withholding dispositions of common stock on February 4, 2022.

Post-transaction holdings 13,137 shares Direct common stock position held by Jed Milstein after the reported transactions.

Key Terms

restricted share units, performance share units, Form 4/A

3 terms

restricted share units financial

"withheld for payment of taxes upon the vesting of restricted share units granted on February 4, 2020"

Restricted share units (RSUs) are a promise from a company to give an employee or service provider actual shares or cash equal to the shares after certain conditions are met, typically staying with the company for a set time or hitting performance targets. Think of them like a time-locked gift card that becomes usable only after you’ve earned it. For investors, RSUs matter because they align employee incentives with company performance and can increase the number of shares outstanding over time, diluting existing ownership and affecting earnings per share.

performance share units financial

"Represents vesting of performance share units upon the Issuer having met certain performance objectives"

Performance share units are a type of company stock award given to employees that depend on the company meeting specific goals or targets. If these goals are achieved, the employee receives shares or the value of shares; if not, they may receive little or no compensation. This aligns employees’ interests with the company's success and encourages performance that benefits investors.

Form 4/A regulatory

"This Form 4/A is being filed to include this disposition which was inadvertently omitted"

Form 4/A is an amended filing that corrects or updates an earlier Form 4, the mandatory report that insiders (like company executives, directors, or large shareholders) must file when their ownership stakes change. Think of it as an edited receipt showing who bought or sold stock and when; investors use it to track insider confidence, detect potential conflicts, and spot trading patterns that might signal future company prospects.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 04/03/2026 - 04:21 PM Learn about SEC filing dates

FAQ

What transactions did ABG insider Jed Milstein report in this Form 4/A?

Jed Milstein reported equity compensation events, including 711.0000 shares of common stock from a derivative conversion and 940 shares withheld for taxes on February 4, 2022, all tied to vesting of restricted and performance share units.

How many ABG shares were withheld for taxes in Jed Milstein's Form 4/A?

The filing shows 940 shares of Asbury Automotive common stock withheld at $164.0300 per share to satisfy tax obligations associated with the vesting and conversion of restricted share units and performance share units on February 4, 2022.

What correction does this Form 4/A make to Jed Milstein's prior ABG reporting?

This amendment adds a previously omitted disposition of 367.0000 shares withheld for taxes upon restricted share unit vesting and corrects related carry-forward amounts from an earlier Form 4, which had inadvertently excluded this tax-withholding transaction due to an administrative error.

How many Asbury Automotive (ABG) shares does Jed Milstein hold after these transactions?

After the reported vesting and tax-withholding transactions, Jed Milstein directly holds 13,137 shares of Asbury Automotive common stock, as indicated by the post-transaction holding summary included with this Form 4/A filing.

Were Jed Milstein's ABG transactions related to restricted or performance share units?

Yes. Footnotes explain that the transactions involve vesting of restricted share units and performance share units granted in 2020, which convert into common stock upon vesting, with shares withheld to cover associated tax liabilities.

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Milstein Jed

(Last) (First) (Middle)

C/O ASBURY AUTOMOTIVE GROUP, INC.

6655 PEACHTREE DUNWOODY ROAD

(Street)

ATLANTA GEORGIA 30328

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
ASBURY AUTOMOTIVE GROUP INC [ ABG ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	SVP & CHRO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
02/04/2022

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)
02/07/2022

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	02/04/2022		F		252(1)	D	$164.03	13,114	D
Common Stock	02/04/2022		M		711(2)	A	$0	13,825	D
Common Stock	02/04/2022		F		321(3)	D	$164.03	13,504	D
Common Stock	02/04/2022		F		367(4)	D	$164.03	13,137	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

Explanation of Responses:

1. Represents the number of shares of the Issuer's common stock withheld for payment of taxes upon the vesting of restricted share units granted on February 4, 2020.

2. Represents vesting of performance share units upon the Issuer having met certain performance objectives, which objectives were certified as having been met on March 5, 2021. Each performance share unit converts into one share of the Issuer's common stock upon vesting. One-third of the performance share units granted on February 4, 2020 vested upon certification of the objectives having been met, which occurred on March 5, 2021, an additional one-third vested on February 4, 2022 and the remaining one-third vests on February 4, 2023.

3. Represents the number of shares of the Issuer's common stock withheld for payment of taxes upon the vesting of performance share units, and the conversion of such units into shares of the Issuer's common stock, granted on February 4, 2020.

4. On February 7, 2022, the reporting person filed a Form 4 which omitted the disposition of 367 shares of Issuer's common stock withheld for payment of taxes upon the vesting of restricted share units granted on February 4, 2020. This Form 4/A is being filed to include this disposition which was inadvertently omitted due to an administrative error. This amendment shall also serve to correct the corresponding amounts that were carried forward on Form 4 reports subsequently filed by the reporting person.

Remarks:

	/s/Dean Calloway, Attorney In-Fact	04/03/2026
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)