Asbury Automotive (NYSE: ABG) SVP has 201 shares withheld for taxes

Rhea-AI Filing Summary

Asbury Automotive Group senior vice president and chief human resources officer Jed Milstein reported a tax-related share disposition. On the vesting of one-third of a restricted share unit grant dated February 19, 2025, 201 shares of common stock were withheld to cover taxes at $229.78 per share. After this tax-withholding disposition, Milstein directly owned 11,380 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^*

Milstein Jed

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	SVP & CHRO

3. Date of Earliest Transaction (Month/Day/Year)
02/19/2026

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	02/19/2026		F		201(1)	D	$229.78	11,380	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 19, 2025.

Remarks:

	/s/Dean Calloway, Attorney In-Fact	02/19/2026
	** 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 transaction did Asbury Automotive (ABG) report for Jed Milstein?

Asbury Automotive reported that executive Jed Milstein had 201 shares of common stock withheld to pay taxes upon vesting of restricted share units, at $229.78 per share. This was a tax-withholding disposition, not an open-market buy or sell.

Was the ABG insider Form 4 a market sale of shares?

No, the Form 4 shows a tax-withholding disposition, not a market sale. 201 shares of common stock were withheld by the company to cover tax obligations when restricted share units vested, consistent with code F treatment.

How many ABG shares does Jed Milstein own after this Form 4 event?

Following the tax-withholding disposition, Jed Milstein directly owns 11,380 shares of Asbury Automotive Group common stock. The reported transaction only affected 201 shares withheld for tax purposes tied to restricted share unit vesting.

What is the price associated with the ABG insider tax withholding?

The Form 4 lists a transaction price of $229.78 per share for the 201 shares withheld. This figure is used to calculate the value of shares applied to Milstein’s tax liability on the vesting restricted share units.

Which equity award triggered the ABG insider tax-withholding transaction?

The tax-withholding disposition relates to the vesting of one-third of restricted share units granted on February 19, 2025. When that portion vested, 201 shares of common stock were withheld to satisfy the associated tax obligations.