Asbury Automotive Group (ABG) CFO logs equity tax-withholding moves

Rhea-AI Filing Summary

Asbury Automotive Group’s SVP & CFO Michael Welch reported two tax-related share dispositions of common stock. On February 14, 2026, the company withheld 171 shares at $229.44 and 292 shares at $229.44 to cover tax obligations.

Footnotes explain these shares were withheld upon the vesting of one-third of restricted share units and one-third of performance share units that were granted on February 14, 2023, indicating these are tax-withholding events tied to equity awards rather than open-market sales.

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)
02/14/2026

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	02/14/2026		F		171(1)	D	$229.44	15,056	D
Common Stock	02/14/2026		F		292(2)	D	$229.44	14,764	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 14, 2023.

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 14, 2023.

Remarks:

	/s/Dean Calloway, Attorney In-Fact	02/18/2026
	** 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 did ABG executive Michael Welch report in this Form 4 filing?

Michael Welch reported tax-withholding dispositions of Asbury Automotive Group common stock. The company withheld shares to cover taxes when a portion of his restricted share units and performance share units granted on February 14, 2023 vested, rather than executing open-market sales.

How many ABG shares were disposed of for tax withholding in this filing?

The filing reports two tax-withholding dispositions totaling 171 and 292 shares of Asbury Automotive Group common stock. These shares were withheld by the company to satisfy tax obligations tied to vesting equity awards, not sold in ordinary market transactions.

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

Both tax-withholding dispositions used a price of $229.44 per share. This price was applied when 171 and 292 shares of Asbury Automotive Group common stock were withheld to cover tax liabilities associated with vesting restricted and performance share units.

What type of equity awards led to the ABG share withholdings for Michael Welch?

The share withholdings relate to restricted share units and performance share units. One-third of each award, originally granted on February 14, 2023, vested, and Asbury Automotive Group withheld common shares to pay the associated tax liabilities for Michael Welch.

Did Michael Welch conduct open-market sales of ABG stock in this Form 4?

The transactions are described as tax-withholding dispositions, not open-market sales. Shares of Asbury Automotive Group common stock were withheld by the issuer to satisfy tax obligations upon the vesting of restricted share units and performance share units granted on February 14, 2023.