ABG (NYSE: ABG) HR chief has 542 shares withheld for taxes

Rhea-AI Filing Summary

ASBURY AUTOMOTIVE GROUP INC senior vice president and chief human resources officer Jed Milstein reported two tax-related share dispositions of company common stock. On February 20, 2026, a total of 542 shares were withheld at $223.21 per share to cover tax obligations tied to vesting equity awards.

The footnotes state these shares were withheld upon the vesting of one-third of restricted share units and one-third of performance share units originally granted on February 20, 2024. After these tax-withholding dispositions, Milstein directly holds 10,838 shares of Asbury Automotive 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

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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^*

Milstein Jed

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
02/20/2026

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	02/20/2026		F		246(1)	D	$223.21	11,134	D
Common Stock	02/20/2026		F		296(2)	D	$223.21	10,838	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 20, 2024.

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 20, 2024.

Remarks:

	/s/Dean Calloway, Attorney In-Fact	02/23/2026
	** 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 ABG executive Jed Milstein report on this Form 4?

Jed Milstein reported two tax-withholding dispositions of Asbury Automotive common stock. In total, 542 shares were withheld on February 20, 2026 at $223.21 per share to satisfy tax liabilities related to vesting equity awards from grants made February 20, 2024.

Was the ABG Form 4 transaction a typical tax-withholding event or an open-market sale?

The Form 4 describes tax-withholding dispositions, not open-market sales. Shares were withheld by the issuer to pay taxes triggered when one-third of previously granted restricted share units and performance share units vested on February 20, 2026, per the filing footnotes.

How many ABG shares were withheld for Jed Milstein’s tax obligations and at what price?

A total of 542 Asbury Automotive common shares were withheld for tax obligations. The filing shows 246 shares and 296 shares withheld separately, each valued at a transaction price of $223.21 per share, reflecting the tax-withholding disposition mechanism.

What equity awards caused the ABG tax-withholding dispositions reported by Jed Milstein?

The tax-withholding dispositions relate to two equity awards granted February 20, 2024. One footnote refers to vesting of one-third of restricted share units, and the other to vesting of one-third of performance share units, both triggering share withholding for tax payment.

How many ABG shares does Jed Milstein own directly after these Form 4 transactions?

After these transactions, Jed Milstein directly owns 10,838 shares of Asbury Automotive common stock. The Form 4 lists this figure as the total shares beneficially owned following the second tax-withholding disposition reported for February 20, 2026.

What is the transaction code used in Jed Milstein’s ABG Form 4 and what does it mean?

The transactions use code “F,” defined as payment of exercise price or tax liability by delivering securities. Here, the code reflects that Asbury withheld common stock shares from Milstein’s vesting equity awards to satisfy tax obligations instead of a cash payment.