ABG (ABG) CEO Hult has shares withheld to cover RSU tax bill

Rhea-AI Filing Summary

Asbury Automotive Group President and CEO David W. Hult reported an automatic tax-related share disposition. On the transaction date, 1,409 shares of common stock were withheld at a price of $229.78 per share to cover taxes due upon vesting of restricted share units granted on February 19, 2025. After this tax-withholding disposition, Hult still directly owns 77,142 shares of Asbury common stock.

Insights

Equity compensation analyst

Routine tax withholding on equity vesting; no open-market sale.

This filing shows David W. Hult had 1,409 Asbury Automotive Group shares withheld to satisfy tax obligations when restricted share units vested. The transaction is coded "F," indicating payment of tax liability by delivering securities rather than an active buy or sell decision.

The footnote clarifies the shares relate to one-third of restricted share units granted on February 19, 2025. After the withholding, Hult retains 77,142 directly held shares. This is a standard equity-compensation event, and its impact is typically minor compared with discretionary insider buying or selling.

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^*

Hult David W

(Last) (First) (Middle)

C/O ASBURY AUTOMOTIVE GROUP, INC.

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)

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

3. Date of Earliest Transaction (Month/Day/Year)
02/19/2026

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	02/19/2026		F		1,409(1)	D	$229.78	77,142	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 19, 2025.

Remarks:

	/s/Dean Calloway, Attorney In-Fact	02/19/2026
	** 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 ABG CEO David Hult report on this Form 4?

David Hult reported a tax-related share disposition, where 1,409 Asbury Automotive Group common shares were withheld. The shares covered tax obligations triggered by the vesting of restricted share units originally granted on February 19, 2025.

Was the ABG Form 4 transaction an open-market sale of shares?

No, the Form 4 shows a tax-withholding disposition, not an open-market sale. Shares were automatically withheld to pay taxes when a portion of David Hult’s restricted share units vested, as indicated by transaction code F and the accompanying footnote.

How many ABG shares were withheld for taxes in David Hult’s transaction?

The filing reports that 1,409 shares of Asbury Automotive Group common stock were withheld. These shares were applied toward Hult’s tax liability that arose when one-third of previously granted restricted share units vested on the specified vesting date.

At what price were the ABG shares valued for the tax-withholding disposition?

The 1,409 shares withheld for taxes were valued at a price of $229.78 per share. This price is used in the Form 4 to calculate the value of shares delivered to satisfy the associated tax obligation on the vesting event.

How many ABG shares does David Hult own after this Form 4 transaction?

After the tax-withholding disposition, David Hult directly owns 77,142 shares of Asbury Automotive Group common stock. This remaining balance reflects his direct holdings following the automatic share withholding to cover taxes on vested restricted share units.

What equity award triggered the tax-withholding event reported by ABG’s CEO?

The tax-withholding event was triggered by the vesting of one-third of restricted share units granted on February 19, 2025. When this portion vested, shares were withheld to satisfy tax obligations, leading to the Form 4 transaction coded as a tax-liability payment.