Asbury Automotive (ABG) director receives 932-share restricted stock award

Rhea-AI Filing Summary

Terry Hilliard C. III reported acquisition or exercise transactions in this Form 4 filing.

Asbury Automotive Group director Terry Hilliard C. III received a grant of 932 shares of common stock on February 9, 2026 as a restricted stock award for board service. The award vested immediately upon grant at a stated price of $0 per share, bringing his directly owned holdings to 3,889 common shares.

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^*

Terry Hilliard C. III

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
02/09/2026

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	02/09/2026		A		932(1)	A	$0	3,889	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. Restricted stock award granted as compensation for serving as a member of the Board of Directors of the Issuer. Such award vested immediately upon grant.

Remarks:

	/s/Dean Calloway, Attorney In-Fact	02/11/2026
	** 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 transaction did ABG director Terry Hilliard C. III report?

Terry Hilliard C. III reported receiving a grant of 932 Asbury Automotive Group common shares. The filing identifies this as a restricted stock award given as compensation for serving on the Board of Directors, and it was treated as an acquisition transaction.

When did the ABG restricted stock award to Terry Hilliard C. III occur?

The restricted stock award to Terry Hilliard C. III occurred on February 9, 2026. This date is listed as the transaction date for the 932-share grant reported in the Form 4 insider trading filing with the U.S. Securities and Exchange Commission.

How many ABG shares did Terry Hilliard C. III acquire in this Form 4 filing?

The director acquired 932 shares of Asbury Automotive Group common stock. The Form 4 identifies this as a non-derivative transaction coded as an acquisition, increasing his directly held position in the company’s common shares through a restricted stock award.

What is Terry Hilliard C. III’s total ABG share ownership after this transaction?

After the reported award, Terry Hilliard C. III beneficially owns 3,889 Asbury Automotive Group common shares. The Form 4 specifies this post-transaction amount, and it is classified as direct ownership of the company’s common stock by the reporting person.

Was the ABG restricted stock award to Terry Hilliard C. III immediately vested?

Yes, the restricted stock award vested immediately upon grant. The explanatory footnote states that the 932-share restricted stock award, given as compensation for Board of Directors service, became fully vested at the time it was granted to the director.

Did Terry Hilliard C. III pay a purchase price for the ABG shares granted?

The reported per-share price for the 932 granted shares is $0. The Form 4 lists a transaction price of $0.00 per share, consistent with the treatment of the award as stock-based compensation for serving on Asbury Automotive Group’s Board of Directors.