Asbury Automotive (ABG) SVP & CFO receives 2,664-share equity grant

Rhea-AI Filing Summary

Asbury Automotive Group’s Senior Vice President and Chief Financial Officer Michael Welch reported an award of 2,664 shares of common stock on February 9, 2026. The award is in the form of restricted share units that each convert into one common share upon vesting.

The restricted share units vest in three equal annual installments beginning on the first anniversary of the grant date. After this award, Welch beneficially owns 15,227 shares of Asbury Automotive Group common stock in direct ownership.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Welch Michael

Role SVP & CFO

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	2,664	$0.00	--

Holdings After Transaction: Common Stock — 15,227 shares (Direct)

Footnotes (1)

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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^*

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)
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		2,664(1)	A	$0	15,227	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 grant of restricted share units. Each restricted share unit converts into one share of the Issuer's common stock upon vesting. Vesting will occur in three equal annual installments beginning on the first anniversary of the grant date.

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 transaction did Asbury Automotive (ABG) report for Michael Welch?

Asbury Automotive reported that SVP and CFO Michael Welch received an award of 2,664 restricted share units on February 9, 2026. Each unit converts into one share of common stock upon vesting, increasing his directly owned stake to 15,227 shares after the transaction.

How many Asbury Automotive (ABG) shares does Michael Welch own after this Form 4?

After the reported award, Michael Welch beneficially owns 15,227 shares of Asbury Automotive common stock. This total reflects the addition of 2,664 restricted share units granted at a price of $0 per share, reported as directly owned under the company’s equity compensation structure.

What are the vesting terms of Michael Welch’s 2,664 restricted share units at Asbury (ABG)?

The 2,664 restricted share units granted to Michael Welch vest in three equal annual installments. Vesting begins on the first anniversary of the February 9, 2026 grant date, with each vested unit converting into one share of Asbury Automotive Group common stock upon vesting.

Was Michael Welch’s Asbury (ABG) equity award a purchase or a grant?

The filing shows a grant or award acquisition, not an open-market purchase. Michael Welch received 2,664 restricted share units at a price of $0 per share, reported under transaction code A, which denotes a grant, award, or other acquisition of securities.

What role does Michael Welch hold at Asbury Automotive (ABG) in this Form 4?

Michael Welch is identified as an officer of Asbury Automotive Group, serving as Senior Vice President and Chief Financial Officer. The Form 4 reports his directly owned equity position, including the newly granted 2,664 restricted share units tied to the company’s common stock.