Asbury Automotive (ABG) legal chief reports tax withholding share moves

Rhea-AI Filing Summary

Asbury Automotive Group senior vice president, general counsel and secretary Dean Calloway reported two tax-related share dispositions of company common stock. On February 20, 2026, he delivered 103 shares and 82 shares at $223.21 per share to cover withholding taxes upon vesting of previously granted restricted and performance share units.

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)
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		103(1)	D	$223.21	6,762	D
Common Stock	02/20/2026		F		82(2)	D	$223.21	6,680	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	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).
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FAQ

What insider transactions did ABG executive Dean Calloway report on this Form 4?

Dean Calloway reported two tax-withholding dispositions of Asbury Automotive Group common stock. He delivered 103 shares and 82 shares at $223.21 per share on February 20, 2026 to satisfy tax obligations tied to vesting equity awards.

Were Dean Calloway’s ABG stock transactions open-market sales?

No, the transactions were coded “F,” indicating tax-withholding dispositions. Shares were withheld by the issuer at $223.21 per share to pay taxes due when restricted and performance share units vested, rather than discretionary open-market sales.

What awards triggered the ABG share withholding for Dean Calloway?

The withheld shares relate to the vesting of equity granted on February 20, 2024. One-third of previously granted restricted share units and one-third of performance share units vested, prompting share withholding to cover associated tax liabilities.

How many ABG shares were used for Dean Calloway’s tax withholding?

The Form 4 shows two separate non-derivative transactions. One withheld 103 shares of Asbury Automotive Group common stock and the other withheld 82 shares, both at $223.21 per share, to satisfy tax obligations upon equity award vesting.

What is Dean Calloway’s role at Asbury Automotive Group (ABG)?

Dean Calloway is identified as an officer of Asbury Automotive Group, serving as senior vice president, general counsel and secretary. His Form 4 reflects tax-withholding dispositions of company common stock connected to the vesting of his long-term incentive awards.

How are the ABG tax-withholding transactions classified in the Form 4 summary?

The transaction summary classifies both entries as non-derivative, tax-withholding dispositions with a “dispose” direction. There are two such transactions, and the filing notes zero traditional buys or sells of Asbury Automotive Group common stock during this period.