Asbury Automotive (ABG) SVP reports PSU grant and 302-share tax withholding

Rhea-AI Filing Summary

ASBURY AUTOMOTIVE GROUP INC executive Dean Calloway reported performance-based equity activity in the company’s common stock. On March 5, 2026, he acquired 2,038 shares at no cost through the vesting of performance share units granted on February 19, 2025.

In a related tax-withholding disposition, 302 shares were withheld at $212.48 per share to satisfy taxes due upon vesting and conversion of the units. After these transactions, Calloway directly owned 8,416 common 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^*

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)
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		2,038(1)	A	$0	8,718	D
Common Stock	03/05/2026		F		302(2)	D	$212.48	8,416	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	03/09/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transactions did ABG executive Dean Calloway report on March 5, 2026?

Dean Calloway reported two transactions on March 5, 2026: an acquisition of 2,038 Asbury Automotive Group common shares via vested performance share units, and a related tax-withholding disposition of 302 shares, leaving him with 8,416 directly owned shares after the activity.

How many ABG shares did Dean Calloway acquire through performance share units?

He acquired 2,038 Asbury Automotive Group common shares upon vesting of performance share units granted on February 19, 2025. The vesting followed certification that specific performance objectives were met on March 5, 2026, converting each vested unit into one common share.

Why were 302 ABG shares disposed of in Dean Calloway’s Form 4 filing?

The 302 Asbury Automotive Group shares were withheld to pay taxes due when performance share units vested and converted into common stock. This tax-withholding disposition used shares valued at $212.48 each, rather than a separate open-market sale by the executive.

What is the vesting schedule for Dean Calloway’s February 19, 2025 ABG performance share units?

One-third of the performance share units vested when objectives were certified on March 5, 2026. Another one-third is scheduled to vest on February 19, 2027, and the final one-third on February 19, 2028, assuming continued satisfaction of applicable conditions.

How many ABG shares does Dean Calloway own after these Form 4 transactions?

After the March 5, 2026 grant acquisition and tax-withholding disposition, Dean Calloway directly owns 8,416 shares of Asbury Automotive Group common stock. This figure reflects the net position following the 2,038-share grant and 302-share tax withholding.