Asbury Automotive (NYSE: ABG) director awarded 932 shares, 327 withheld for taxes

Rhea-AI Filing Summary

Asbury Automotive Group director Shamla Naidoo reported equity compensation and related tax withholding. On February 9, 2026, Naidoo received a grant of 932 shares of common stock as a restricted stock award for Board service, which vested immediately upon grant. On the same date, 327 shares of common stock were withheld to cover taxes due upon vesting of restricted share units granted on February 9, 2026. Following these transactions, Naidoo directly beneficially owned 1,068 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^*

Naidoo Shamla

(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	1,395	D
Common Stock	02/09/2026		F		327(2)	D	$225.21	1,068	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 equity compensation did Asbury Automotive Group (ABG) director Shamla Naidoo receive?

Director Shamla Naidoo received a grant of 932 shares of Asbury Automotive Group common stock. The filing states this was a restricted stock award granted as compensation for serving on the Board of Directors and that the award vested immediately upon grant on February 9, 2026.

Why were 327 Asbury Automotive Group (ABG) shares disposed of in this Form 4?

The 327 shares shown as disposed were withheld to pay taxes. The filing explains these shares of Asbury Automotive Group common stock were retained by the company to satisfy tax obligations arising from the vesting of restricted share units granted on February 9, 2026.

How many Asbury Automotive Group (ABG) shares does Shamla Naidoo own after the reported transactions?

After the reported equity grant and tax withholding, Shamla Naidoo directly beneficially owned 1,068 shares of Asbury Automotive Group common stock. This figure is reported in the Form 4 as the amount of securities beneficially owned following the February 9, 2026 transactions.

What transaction codes are used in this Asbury Automotive Group (ABG) Form 4?

The Form 4 uses transaction code A for the acquisition of 932 shares as a grant or award, and code F for the disposition of 327 shares. Code F is defined as delivering securities to pay an exercise price or satisfy a tax liability.

Did Shamla Naidoo buy or sell Asbury Automotive Group (ABG) shares on the open market?

The filing does not show open-market buys or sells. It reports an acquisition of 932 shares through an equity grant and a disposition of 327 shares withheld to cover tax obligations, both relating to director compensation on February 9, 2026.

What is the reported price for the tax-withholding transaction in Asbury Automotive Group (ABG) shares?

The 327 shares withheld for taxes are reported at a transaction price of $225.21 per share. This price is used in the Form 4 entry describing the tax-withholding disposition related to the vesting of restricted share units on February 9, 2026.