Asbury Automotive (ABG) director gets 932-share award, 327 withheld

Rhea-AI Filing Summary

Asbury Automotive Group director Thomas Reddin reported equity compensation and related tax withholding in company stock. On February 9, 2026, he received a grant of 932 shares of common stock as a restricted stock award for serving on the Board of Directors, which vested immediately upon grant. On the same date, 327 shares of common stock were withheld at $225.21 per share to cover taxes due upon the vesting of previously granted restricted share units. After these transactions, Reddin directly owned 11,470 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

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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^*

REDDIN THOMAS

(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	11,797	D
Common Stock	02/09/2026		F		327(2)	D	$225.21	11,470	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).
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 director Thomas Reddin report?

Director Thomas Reddin reported a grant of 932 shares of Asbury Automotive Group common stock as a restricted stock award for Board service. He also reported 327 shares withheld to cover taxes upon vesting of earlier restricted share units.

How many ABG shares does director Thomas Reddin own after this Form 4?

After the reported transactions, Thomas Reddin directly owns 11,470 shares of Asbury Automotive Group common stock. This figure reflects the new 932-share award and the 327 shares withheld for tax obligations on vested restricted share units.

What was the purpose of the 932-share stock award to ABG director Thomas Reddin?

The 932-share award was restricted stock granted as compensation for serving on the Board of Directors of Asbury Automotive Group. According to the disclosure, this restricted stock award vested immediately upon grant on February 9, 2026.

Why were 327 ABG shares withheld in Thomas Reddin’s Form 4 filing?

The Form 4 states that 327 shares of Asbury Automotive Group common stock were withheld to pay taxes due when restricted share units vested on February 9, 2026. This is reported under transaction code F for tax-withholding disposition.

At what price were the 327 withheld ABG shares valued for taxes?

The 327 Asbury Automotive Group shares withheld for tax purposes were valued at $225.21 per share. This price is used to calculate the tax-withholding amount when the previously granted restricted share units vested on February 9, 2026.

Does the ABG Form 4 show a market purchase or sale by Thomas Reddin?

The Form 4 shows a stock grant of 932 shares as Board compensation and a tax-withholding disposition of 327 shares. It does not report any open-market purchase or sale transactions by director Thomas Reddin.