Asbury Automotive (ABG) COO reports tax-withholding stock dispositions on equity vesting

Rhea-AI Filing Summary

Asbury Automotive Group Chief Operating Officer Clara Daniel reported routine share dispositions to cover taxes tied to equity awards. On February 20, 2026, she had 274 shares of common stock withheld at $223.21 per share for taxes on vesting restricted share units, and 328 shares withheld at the same price for taxes on vesting performance share units. These were tax-withholding transfers rather than open-market stock sales, and she continued to hold several thousand Asbury shares directly afterward.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Clara Daniel

Role Chief Operating Officer

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	274	$223.21	$61K
Tax Withholding	Common Stock	328	$223.21	$73K

Holdings After Transaction: Common Stock — 8,954 shares (Direct)

Footnotes (1)

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. 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

Form 4 Insider Transactions: What Each Field Means →

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Clara Daniel

(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)
	Chief Operating Officer

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		274(1)	D	$223.21	8,954	D
Common Stock	02/20/2026		F		328(2)	D	$223.21	8,626	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 Asbury Automotive (ABG) report for Clara Daniel?

Asbury Automotive reported that COO Clara Daniel had shares withheld to cover taxes on equity awards. Two Form 4 transactions show tax-withholding dispositions of common stock related to vesting restricted and performance share units, rather than open-market purchases or sales.

How many Asbury Automotive (ABG) shares were disposed of for tax withholding?

Clara Daniel had 274 shares and 328 shares of Asbury common stock disposed of for tax withholding. Both transactions occurred on February 20, 2026, and were reported under transaction code F for payment of tax liabilities on vesting share-based awards.

At what price were Clara Daniel’s Asbury (ABG) tax-withholding shares valued?

The withheld Asbury shares were valued at a transaction price of $223.21 per share. This price applied to both the 274-share withholding tied to restricted share units and the 328-share withholding linked to performance share units vesting on the same date.

Were Clara Daniel’s Asbury (ABG) transactions open-market sales?

No, the transactions were not open-market sales. The Form 4 lists code F, indicating shares were withheld to pay tax obligations when restricted and performance share units vested, meaning the dispositions were administrative tax-withholding events instead of discretionary stock sales.

What equity awards triggered the Asbury (ABG) tax-withholding dispositions?

The tax-withholding dispositions were triggered by vesting of one-third of restricted share units and one-third of performance share units. Both awards were originally granted on February 20, 2024, and partially vested one year later, prompting the issuer to withhold shares for tax payments.

Does Clara Daniel still directly own Asbury Automotive (ABG) shares after these transactions?

Yes, the Form 4 shows Clara Daniel continued to hold thousands of Asbury common shares directly after the tax-withholding events. The reported totals following each transaction reflect ongoing direct ownership, even after the administrative share dispositions for tax payments.