Asbury (NYSE: ABG) CEO uses 3,095 shares to cover tax withholding

Filing Impact

(Very High)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Asbury Automotive Group President & CEO David W. Hult reported tax-related share dispositions tied to equity awards. On February 14, 2026, a total of 3,095 shares of common stock were withheld at $229.44 per share to cover taxes upon vesting of restricted and performance share units granted on February 14, 2023.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Hult David W

Role President & CEO

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	1,276	$229.44	$293K
Tax Withholding	Common Stock	1,819	$229.44	$417K

Holdings After Transaction: Common Stock — 80,370 shares (Direct)

Footnotes (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. 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.

Form 4 Insider Transactions: What Each Field Means →

02/18/2026 - 04:21 PM

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^*

Hult David W

(Last)

(First)

(Middle)

C/O ASBURY AUTOMOTIVE GROUP, INC.

6655 PEACHTREE DUNWOODY ROAD

(Street)

ATLANTA

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)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President & CEO

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/14/2026		F		1,276⁽¹⁾	D	$229.44	80,370	D
Common Stock	02/14/2026		F		1,819⁽²⁾	D	$229.44	78,551	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did Asbury Automotive (ABG) report for David W. Hult?

Asbury Automotive reported that President & CEO David W. Hult had 3,095 common shares withheld to cover tax liabilities. These tax-withholding dispositions occurred on February 14, 2026, in connection with vesting of previously granted restricted and performance share units from February 14, 2023.

How many Asbury Automotive (ABG) shares were disposed of for tax withholding?

A total of 3,095 Asbury Automotive common shares were withheld for tax obligations. This consisted of 1,276 shares related to restricted share units and 1,819 shares related to performance share units, all withheld on February 14, 2026, in connection with equity awards granted in 2023.

At what price were Asbury Automotive (ABG) shares valued in the Form 4 tax dispositions?

The withheld Asbury Automotive common shares were valued at $229.44 per share. This single price applied to both the 1,276 restricted share unit-related shares and the 1,819 performance share unit-related shares disposed of to satisfy the reporting person’s tax liabilities on February 14, 2026.

Were the Asbury Automotive (ABG) Form 4 transactions open-market sales by the CEO?

No, the Form 4 transactions were not open-market sales. They were coded as “F,” meaning shares were withheld by the issuer to pay taxes due upon vesting of restricted and performance share units previously granted to President & CEO David W. Hult.

What do the footnotes in the Asbury Automotive (ABG) Form 4 filing explain?

The footnotes clarify that 1,276 shares were withheld for taxes on vesting of one-third of restricted share units and 1,819 shares were withheld for taxes on vesting of one-third of performance share units, both originally granted on February 14, 2023.