Asbury (NYSE: ABG) director gets 932-share grant, 391 withheld for taxes

Rhea-AI Filing Summary

Asbury Automotive Group director Juanita T. James reported equity compensation and related tax withholding. On February 9, 2026, she received a grant of 932 shares of common stock as a restricted stock award for Board service, which vested immediately. On the same date, 391 shares were surrendered in a tax-withholding disposition tied to the vesting of restricted share units at a price of $225.21 per share. After these transactions, she directly owned 7,396 common shares of Asbury Automotive Group.

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
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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^*

JAMES JUANITA T

(Last) (First) (Middle)

C/O ASBURY AUTOMOTIVE GROUP, INC.

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)

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

3. Date of Earliest Transaction (Month/Day/Year)
02/09/2026

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	02/09/2026		A		932(1)	A	$0	7,787	D
Common Stock	02/09/2026		F		391(2)	D	$225.21	7,396	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. Restricted stock award granted as compensation for serving as a member of the Board of Directors of the Issuer. Such award vested immediately upon grant.

2. 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 9, 2026.

Remarks:

	/s/Dean Calloway, Attorney In-Fact	02/11/2026
	** 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).
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FAQ

What insider transactions did Asbury Automotive Group (ABG) report for Juanita T. James?

Asbury Automotive Group reported that director Juanita T. James received a grant of 932 common shares and disposed of 391 shares for tax withholding on February 9, 2026. These routine equity compensation transactions adjusted her direct holdings in ABG stock.

How many Asbury Automotive Group (ABG) shares did Juanita T. James acquire and dispose of?

Juanita T. James acquired 932 shares of ABG common stock through a restricted stock award and disposed of 391 shares to cover taxes. Both transactions occurred on February 9, 2026, and were reported as non-derivative equity movements in her Form 4 filing.

What was the purpose of the 932-share award to the Asbury (ABG) director?

The 932-share award to director Juanita T. James was restricted stock compensation for serving on Asbury Automotive Group’s Board. According to the disclosure, the award vested immediately upon grant, reflecting standard director equity compensation rather than an open-market stock purchase.

Why were 391 Asbury Automotive Group (ABG) shares disposed of by the director?

The 391 ABG shares were withheld to pay taxes when previously granted restricted share units vested on February 9, 2026. This tax-withholding disposition is a common administrative mechanism, not an open-market sale, and was reported with a price of $225.21 per share.

How many Asbury Automotive Group (ABG) shares does Juanita T. James own after these transactions?

Following the grant and tax-withholding disposition on February 9, 2026, director Juanita T. James directly owned 7,396 shares of Asbury Automotive Group common stock. This figure reflects her updated beneficial ownership after the reported equity compensation adjustments.