Asbury Automotive Group (ABG) director reports stock grant and tax shares

Rhea-AI Filing Summary

Asbury Automotive Group director Joel Alsfine reported equity compensation and related tax withholding. On February 9, 2026, he received a grant of 932 shares of common stock as restricted stock for serving on the board, which vested immediately. On the same date, 401 shares were disposed of to cover taxes upon vesting at a price of $225.21 per share, leaving him with 9,979 shares of common stock held directly.

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^*

ALSFINE JOEL

(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)

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	10,380	D
Common Stock	02/09/2026		F		401(2)	D	$225.21	9,979	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 transactions did ABG director Joel Alsfine report on February 9, 2026?

Joel Alsfine reported receiving 932 shares of Asbury Automotive Group common stock as a restricted stock award and a related tax-withholding disposition of 401 shares, both dated February 9, 2026, as part of his director compensation.

How many ABG shares does director Joel Alsfine own after the reported Form 4 transactions?

After the February 9, 2026 transactions, Joel Alsfine directly holds 9,979 shares of Asbury Automotive Group common stock, reflecting the restricted stock grant and the shares withheld to satisfy associated tax obligations.

Was the ABG director’s February 9, 2026 equity grant an open-market purchase?

No, the 932 shares were a restricted stock award granted as compensation for serving on Asbury Automotive Group’s board, vesting immediately upon grant, rather than an open-market purchase of shares.

Why were 401 ABG shares disposed of in Joel Alsfine’s Form 4 filing?

The 401 Asbury Automotive Group shares were withheld to pay taxes due upon the vesting of restricted share units granted on February 9, 2026, a common tax-withholding disposition for equity awards.

What was the price used for the ABG tax-withholding share disposition?

The 401 Asbury Automotive Group shares withheld for tax purposes were valued at $225.21 per share, as indicated in the Form 4 transaction coded as a tax-withholding disposition.