Asbury (NYSE: ABG) CAO has 62 shares withheld for tax on vesting

Rhea-AI Filing Summary

Asbury Automotive Group VP, Controller & CAO Nathan Edward Briesemeister reported share dispositions related to tax withholding, not open‑market selling. On February 20, 2026, a total of 62 shares of common stock were withheld at $223.21 per share to cover taxes upon the vesting of restricted share units and performance share units granted on February 20, 2024. After these transactions, he directly owned 1,795 shares of Asbury 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^*

Briesemeister Nathan Edward

(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)
	VP, Controller & CAO

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		34(1)	D	$223.21	1,823	D
Common Stock	02/20/2026		F		28(2)	D	$223.21	1,795	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.
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FAQ

What insider transaction did ABG executive Nathan Briesemeister report?

He reported a tax-withholding disposition of Asbury common stock. In two Form 4 transactions, a combined 62 shares were withheld at $223.21 per share to cover taxes on vested equity awards.

How many Asbury (ABG) shares were involved in the February 20, 2026 Form 4?

The Form 4 shows 62 shares of Asbury common stock withheld. One transaction covered 34 shares and the other 28 shares, both tied to tax obligations on vesting stock units.

Was the ABG Form 4 a regular sale or a tax withholding event?

The Form 4 reflects a tax-withholding event, not an open-market sale. Shares were withheld to pay taxes when restricted share units and performance share units vested on February 20, 2026.

What price was used for the ABG tax-withholding share dispositions?

The dispositions used a price of $223.21 per share. This price applied to both transactions, where a total of 62 shares of Asbury common stock were withheld to satisfy tax liabilities.

How many Asbury (ABG) shares does Nathan Briesemeister own after these transactions?

After the reported tax-withholding dispositions, Nathan Briesemeister directly owns 1,795 shares of Asbury common stock. This reflects his updated direct ownership following the February 20, 2026 vesting-related events.

What equity awards triggered the ABG tax-withholding share dispositions?

The dispositions were tied to the vesting of restricted share units and performance share units. Specifically, they covered one-third of awards originally granted on February 20, 2024, when those portions vested.