Asbury (ABG) Form 4: Sale of 400 Shares by SVP & Director

Rhea-AI Filing Summary

Asbury Automotive Group insider Dean Calloway, who is listed as SVP, General Counsel & Secretary and a director, reported a sale of 400 shares of Asbury Automotive Group common stock on 08/22/2025 at a reported price of $254.4 per share. After the transaction, Calloway beneficially owned 5,295 shares directly. The filing is a Form 4 statement of changes in beneficial ownership and shows no derivative transactions or amendments. The document is signed by the reporting person on 08/25/2025.

Insights

Corporate Governance Expert

TL;DR: Routine officer/director sale of a small portion of holdings, disclosed on Form 4 in compliance with Section 16.

The filing documents a straightforward open-market sale of 400 shares by an officer and director, reported promptly via Form 4. The remaining direct holding of 5,295 shares is disclosed. There are no derivative instruments, no added explanatory remarks, and no indications of Rule 10b5-1 plan use. From a governance standpoint, the disclosure fulfills regulatory reporting obligations but does not, on its face, indicate any material change to insider alignment with shareholders.

Securities Analyst

TL;DR: The transaction is a modest insider sale; not material to company capitalization or control.

The reported sale of 400 shares at $254.4 reduces the reporting person's direct stake to 5,295 shares. The Form 4 shows no other transactions or derivative holdings. Given the absolute size of the sale and the holdings reported, this transaction is routine and unlikely to have a material impact on Asbury Automotive Group's equity structure or market valuation.

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
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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^*

Calloway Dean

(Last) (First) (Middle)

C/O ASBURY AUTOMOTIVE GROUP, INC.

2905 PREMIERE PKWY, STE. 300

(Street)

DULUTH GA 30097

(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, General Counsel & Sec

3. Date of Earliest Transaction (Month/Day/Year)
08/22/2025

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	08/22/2025		S		400	D	$254.4	5,295	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:

Remarks:

	/s/Dean Calloway	08/25/2025
	** 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 Dean Calloway report on the Form 4 for ABG?

The Form 4 reports a sale of 400 shares of Asbury Automotive Group common stock on 08/22/2025 at $254.4 per share.

How many ABG shares does the reporting person own after the transaction?

After the reported sale, the reporting person beneficially owned 5,295 shares directly.

Is this Form 4 filing related to any derivative transactions or 10b5-1 plan?

No derivative transactions are reported in Table II and the filing does not indicate the transaction was made pursuant to a 10b5-1 plan.

What is the reporting person's role at Asbury Automotive Group (ABG)?

The reporting person is listed as SVP, General Counsel & Secretary and is also indicated as a Director.

When was the Form 4 signed by the reporting person?

The Form 4 bears the reporting person's signature dated 08/25/2025.