Asbury (NYSE: ABG) CFO Welch gains 2,852 vested shares, 423 withheld for taxes

Rhea-AI Filing Summary

ASBURY AUTOMOTIVE GROUP INC SVP & CFO Michael Welch reported a grant and related tax withholding in company stock. He acquired 2,852 shares of common stock on a grant/award basis at $0.0000 per share, raising his direct holdings to 16,732 shares before tax withholding.

The acquisition reflects vesting of performance share units granted on February 19, 2025, after performance objectives were certified on March 5, 2026. One-third vested on that date, with further tranches scheduled to vest on February 19, 2027 and February 19, 2028.

On the same day, 423 shares at $212.4800 per share were disposed of in a tax-withholding transaction tied to the vesting, leaving Welch with 16,309 directly owned shares of 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^*

Welch Michael

(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)
	SVP & CFO

3. Date of Earliest Transaction (Month/Day/Year)
03/05/2026

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	03/05/2026		A		2,852(1)	A	$0	16,732	D
Common Stock	03/05/2026		F		423(2)	D	$212.48	16,309	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 a grant of performance share units upon the Issuer having met certain performance objectives, which objectives were certified as having been met on March 5, 2026. Each performance share unit converts into one share of the Issuer's common stock upon vesting. One-third of the performance share units granted on February 19, 2025 vested upon certification of the objectives having been met, which occurred on March 5, 2026, an additional one-third vests on February 19, 2027 and the remaining one-third vests on February 19, 2028.

2. Represents the number of shares of the Issuer's common stock withheld for payment of taxes upon the vesting of performance share units, and the conversion of such units into shares of the Issuer's common stock, granted on February 19, 2025.

Remarks:

	/s/Dean Calloway, Attorney In-Fact	03/09/2026
	** 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 CFO Michael Welch report on this Form 4?

Michael Welch reported acquiring 2,852 shares of Asbury Automotive Group common stock and disposing of 423 shares. The acquisition came from performance share units vesting, while the disposition covered tax withholding related to that vesting event.

How many ABG shares does Michael Welch own after these transactions?

After the reported transactions, Michael Welch directly owns 16,309 shares of Asbury Automotive Group common stock. This reflects the net result of 2,852 shares acquired from performance share units vesting and 423 shares withheld to satisfy related tax obligations.

What was the nature of the 2,852 ABG shares acquired by Michael Welch?

The 2,852 shares acquired were from a grant of performance share units that vested after performance objectives were certified on March 5, 2026. Each vested unit converted into one share of Asbury Automotive Group common stock at no cash cost per share.

Why were 423 ABG shares disposed of in Michael Welch’s Form 4 filing?

The 423 shares were withheld to pay taxes upon vesting and conversion of performance share units granted on February 19, 2025. This tax-withholding disposition, priced at $212.4800 per share, was not an open-market sale but a share delivery for tax obligations.

What future vesting is scheduled for Michael Welch’s ABG performance share units?

The performance share units granted on February 19, 2025 vest in three equal parts. One-third vested when objectives were certified on March 5, 2026, another third is scheduled to vest on February 19, 2027, and the final third on February 19, 2028.

Does the Form 4 indicate open-market buying or selling of ABG shares by Michael Welch?

The Form 4 does not show open-market trades. It reports an acquisition of 2,852 shares from vesting performance share units and a disposition of 423 shares specifically for tax withholding, rather than discretionary market purchases or sales of Asbury Automotive Group stock.