Asbury Automotive (NYSE: ABG) COO logs equity grant and tax withholding

Rhea-AI Filing Summary

Asbury Automotive Group Chief Operating Officer Clara Daniel reported equity compensation activity involving the company’s common stock. On March 5, 2026, she acquired 3,056 shares through the vesting and conversion of previously granted performance share units after performance objectives were certified as met. In a related move, 453 shares were withheld at $212.48 per share to cover tax obligations tied to that vesting. Following these transactions, Daniel directly owned 11,229 shares of Asbury Automotive Group 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^*

Clara Daniel

(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)
	Chief Operating Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/05/2026

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	03/05/2026		A		3,056(1)	A	$0	11,682	D
Common Stock	03/05/2026		F		453(2)	D	$212.48	11,229	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 a grant of performance share units upon the Issuer having met certain performance objectives, which objectives were certified as having been met on March 5, 2026. 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 19, 2025 vested upon certification of the objectives having been met, which occurred on March 5, 2026, an additional one-third vests on February 19, 2027 and the remaining one-third vests on February 19, 2028.

2. 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 19, 2025.

Remarks:

	/s/Dean Calloway, Attorney In-Fact	03/09/2026
	** 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 transactions did ABG’s COO report on this Form 4?

Asbury Automotive Group’s COO Clara Daniel reported an equity grant acquisition and a tax-withholding disposition. She acquired 3,056 common shares from performance share unit vesting, while 453 shares were withheld to satisfy related tax obligations on March 5, 2026.

How many Asbury Automotive (ABG) shares did the COO receive from performance units?

Clara Daniel received 3,056 Asbury Automotive common shares through the vesting and conversion of performance share units. These units were granted on February 19, 2025, and vested after performance objectives were certified as achieved on March 5, 2026.

Why were 453 ABG shares disposed of in Clara Daniel’s Form 4 filing?

The 453 Asbury Automotive shares represent stock withheld to pay taxes on the vesting of performance share units. Instead of paying cash, shares were automatically surrendered at $212.48 per share to cover the tax liability arising from the equity award.

How many Asbury Automotive (ABG) shares does the COO own after these transactions?

After the reported grant acquisition and tax-withholding disposition, Clara Daniel directly owns 11,229 shares of Asbury Automotive common stock. This total reflects her holdings immediately following the March 5, 2026, performance share unit vesting and related tax-share withholding.

What is the vesting schedule for the ABG performance share units granted to the COO?

The performance share units granted on February 19, 2025 vest in three equal parts. One-third vested when performance objectives were certified on March 5, 2026, another third vests on February 19, 2027, and the final third vests on February 19, 2028.

Does this ABG Form 4 indicate any open-market buying or selling by the COO?

The Form 4 shows an equity award vesting and tax-share withholding, not open-market trades. Shares were acquired via performance share unit conversion and a portion was withheld to cover taxes, so no explicit open-market buying or selling is reported here.