Tax-withholding share dispositions by ABG (NYSE: ABG) VP and CAO

Rhea-AI Filing Summary

ASBURY AUTOMOTIVE GROUP INC officer reports tax-withholding share dispositions related to equity vesting. VP, Controller & CAO Nathan Edward Briesemeister had 32 shares and 31 shares of common stock withheld on February 14, 2026 at $229.44 per share to cover tax obligations upon vesting of restricted and performance share units granted on February 14, 2023. After these non-market tax-withholding dispositions, his directly held common stock position was reported as 1,883 shares.

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

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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^*

Briesemeister Nathan Edward

(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)
	VP, Controller & CAO

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	1,914	D
Common Stock	02/14/2026		F		31(2)	D	$229.44	1,883	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, Attorney In-Fact	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 INC (ABG) report for Nathan Edward Briesemeister?

ABG reported that VP, Controller & CAO Nathan Edward Briesemeister had shares of common stock withheld to pay taxes. Two Form 4 transactions on February 14, 2026 reflect tax-withholding dispositions tied to vesting equity awards, not open-market purchases or sales.

How many ASBURY AUTOMOTIVE GROUP INC (ABG) shares were disposed of for tax withholding?

A total of 63 ABG common shares were disposed of through tax withholding. The Form 4 shows two transactions: 32 shares and 31 shares withheld at a price of $229.44 per share to satisfy tax liabilities from vesting equity awards.

What price per share was used for Nathan Briesemeister’s tax-withholding dispositions in ABG stock?

Both tax-withholding dispositions used a price of $229.44 per ABG common share. This price was applied to 32 shares and 31 shares, respectively, when shares were withheld to cover taxes upon vesting of restricted and performance share units.

What is Nathan Briesemeister’s remaining direct ownership in ASBURY AUTOMOTIVE GROUP INC shares?

Following the reported tax-withholding dispositions, Nathan Briesemeister directly holds 1,883 ABG common shares. The Form 4 lists this figure as the total shares of common stock owned directly after the February 14, 2026 equity-related transactions.

Why were ASBURY AUTOMOTIVE GROUP INC (ABG) shares withheld from Nathan Briesemeister’s equity awards?

The withheld ABG shares were used to pay taxes due upon equity vesting. Footnotes explain that the dispositions represent shares of common stock withheld when one-third of restricted share units and one-third of performance share units granted on February 14, 2023 vested.

Do the reported ABG insider transactions represent open-market selling activity?

The reported ABG insider transactions do not represent open-market sales. The Form 4 classifies both entries with code F as tax-withholding dispositions, meaning shares were withheld by the issuer to cover tax liabilities associated with vesting stock-based awards.