Asbury Automotive (NYSE: ABG) VP reports equity award vesting and tax withholding

Rhea-AI Filing Summary

ASBURY AUTOMOTIVE GROUP INC executive Nathan Edward Briesemeister, VP, Controller & CAO, reported equity award activity involving the company’s common stock. He acquired 254 shares on March 5, 2026 through the vesting and conversion of previously granted performance share units.

Those performance share units were granted on February 19, 2025 and became earned after the company met specified performance objectives that were certified on March 5, 2026. On the same date, 25 shares were disposed of at $212.48 per share to cover tax withholding related to the vesting, rather than through an open-market sale.

After these transactions, Briesemeister directly held 2,024 shares of Asbury Automotive Group 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

OMB APPROVAL

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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)
03/05/2026

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	03/05/2026		A		254(1)	A	$0	2,049	D
Common Stock	03/05/2026		F		25(2)	D	$212.48	2,024	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 a grant of performance share units upon the Issuer having met certain performance objectives, which objectives were certified as having been met on March 5, 2026. Each performance share unit converts into one share of the Issuer's common stock upon vesting. One-third of the performance share units granted on February 19, 2025 vested upon certification of the objectives having been met, which occurred on March 5, 2026, an additional one-third vests on February 19, 2027 and the remaining one-third vests on February 19, 2028.

2. Represents the number of shares of the Issuer's common stock withheld for payment of taxes upon the vesting of performance share units, and the conversion of such units into shares of the Issuer's common stock, granted on February 19, 2025.

Remarks:

	/s/Dean Calloway, Attorney In-Fact	03/09/2026
	** 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).
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FAQ

What insider transactions did ABG executive Nathan Briesemeister report on March 5, 2026?

Nathan Briesemeister reported the vesting of performance share units into 254 Asbury Automotive common shares, plus a related 25-share tax-withholding disposition. These transactions reflect equity compensation settlement, not open-market buying or selling activity, and left him holding 2,024 common shares directly.

How many ABG shares does Nathan Briesemeister hold after the reported Form 4 transactions?

After the reported transactions, Nathan Briesemeister directly holds 2,024 shares of Asbury Automotive Group common stock. This reflects the net effect of 254 shares acquired from performance share unit vesting and 25 shares withheld to satisfy taxes on the vesting and conversion.

What triggered the 254-share equity award for ABG’s Nathan Briesemeister?

The 254-share award resulted from performance share units granted on February 19, 2025 that vested when Asbury Automotive’s performance objectives were certified as met on March 5, 2026. Each vested unit converted into one share of common stock upon vesting, creating the acquired shares.

Why were 25 ABG shares disposed of in Nathan Briesemeister’s Form 4 filing?

The 25-share disposition represents shares withheld to pay taxes upon vesting of performance share units and their conversion into common stock. This tax-withholding transaction, valued at $212.48 per share, is an administrative equity compensation event, not an open-market sale to third-party investors.

What is the vesting schedule for Nathan Briesemeister’s ABG performance share units?

The performance share units granted on February 19, 2025 vest in three equal installments. One-third vested when objectives were certified on March 5, 2026, an additional one-third vests on February 19, 2027, and the final one-third vests on February 19, 2028, subject to conditions.

How do ABG performance share units convert into common stock for executives?

Each performance share unit converts into one share of Asbury Automotive Group common stock upon vesting. Vesting depends on meeting specified performance objectives, which are later certified. When those objectives are achieved, vested units are settled in shares, with some shares often withheld for taxes.