Asbury (NYSE: ABG) SVP disposes 63 shares for tax withholding

Rhea-AI Filing Summary

Asbury Automotive Group senior executive Dean Calloway reported two small stock dispositions tied to tax withholding. On February 14, 2026, he had 32 and 31 shares of common stock withheld at $229.44 per share to cover taxes on vesting restricted and performance share units granted on February 14, 2023. After these transactions, he directly holds 7,008 shares of Asbury common stock.

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^*

Calloway Dean

(Last) (First) (Middle)

C/O ASBURY AUTOMOTIVE GROUP

6655 PEACHTREE DUNWOODY ROAD

(Street)

ATLANTA GA 30328

(City) (State) (Zip)

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, General Counsel & Sec

3. Date of Earliest Transaction (Month/Day/Year)
02/14/2026

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

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

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

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	02/14/2026		F		32(1)	D	$229.44	7,039	D
Common Stock	02/14/2026		F		31(2)	D	$229.44	7,008	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 one-third of the restricted share units granted on February 14, 2023.

2. Represents the number of shares of the Issuer's common stock withheld for payment of taxes upon the vesting of one-third of the performance share units granted on February 14, 2023.

Remarks:

	/s/Dean Calloway	02/18/2026
	** 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.

FAQ

What insider transaction did Asbury Automotive Group (ABG) report for Dean Calloway?

Asbury reported that SVP and General Counsel Dean Calloway had 63 common shares withheld. These were two tax-withholding dispositions on February 14, 2026, tied to vesting of earlier equity awards granted on February 14, 2023.

How many Asbury (ABG) shares were disposed of in Dean Calloway’s Form 4 filing?

The filing shows disposition of 63 Asbury common shares in total. One transaction covered 32 shares and another 31 shares, both used to satisfy tax obligations related to vesting equity awards.

What price was used for the tax-withholding share disposition in ABG’s Form 4?

Both tax-withholding dispositions used a price of $229.44 per Asbury common share. This price applied to the 32-share and 31-share transactions executed on February 14, 2026, to cover associated tax liabilities.

How many Asbury (ABG) shares does Dean Calloway own after the reported transactions?

Following the reported tax-withholding dispositions, Dean Calloway directly owns 7,008 Asbury common shares. This figure reflects his direct holdings after the second February 14, 2026 transaction disclosed in the Form 4 filing.

Why were shares withheld in Dean Calloway’s Asbury (ABG) Form 4 filing?

The shares were withheld to pay taxes due upon vesting of equity awards. Footnotes explain that one transaction related to restricted share units and the other to performance share units originally granted on February 14, 2023.