Asbury Automotive (ABG) CFO logs tax-withholding stock dispositions

Rhea-AI Filing Summary

Asbury Automotive Group SVP & CFO Michael Welch reported two tax-related share dispositions of common stock. On February 20, 2026, 274 shares and 328 shares were withheld to cover taxes due upon the vesting of previously granted restricted share units and performance share units, rather than sold in open‑market transactions.

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)
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		274(1)	D	$223.21	14,208	D
Common Stock	02/20/2026		F		328(2)	D	$223.21	13,880	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 did Asbury Automotive (ABG) executive Michael Welch report on this Form 4?

Michael Welch reported two tax-withholding dispositions of Asbury Automotive common stock. A total of 274 and 328 shares were withheld on February 20, 2026 to satisfy tax obligations tied to vesting stock-based awards.

Were Michael Welch’s ABG share transactions open-market sales?

No, the transactions were not open-market sales. The Form 4 states both were tax-withholding dispositions, where 274 and 328 shares were withheld to pay taxes when equity awards vested on February 20, 2026.

What awards triggered the tax-withholding share dispositions for ABG’s CFO?

The dispositions were triggered by vesting of stock-based awards. One transaction relates to one-third of restricted share units, and the other to one-third of performance share units originally granted on February 20, 2024.

How many ABG shares were withheld for taxes in each transaction?

The Form 4 lists two separate withholding events. One withheld 274 shares of Asbury Automotive common stock, and the other withheld 328 shares, both at a reported price of $223.21 per share on February 20, 2026.

What is Michael Welch’s role at Asbury Automotive Group (ABG)?

Michael Welch is identified as an officer of Asbury Automotive Group. The Form 4 specifies his title as Senior Vice President and Chief Financial Officer, making him a key financial executive of the company.

Do these Form 4 transactions change Michael Welch’s ownership type in ABG?

The transactions maintain direct ownership classification. The Form 4 shows both tax-withholding dispositions as directly held, coded with direct ownership and no indication of indirect entities such as trusts or partnerships.