Asbury (NYSE: ABG) CEO stock withheld to pay taxes on vesting awards

Filing Impact

(Very High)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Asbury Automotive Group President & CEO David W. Hult reported two tax-related share withholdings, not open-market sales. A total of 1,640 and 1,967 shares of common stock were disposed of at $223.21 per share to cover taxes on vesting restricted and performance share units granted on February 20, 2024. Following these transactions, he continued to directly hold tens of thousands of Asbury shares.

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	1,640	$223.21	$366K
Tax Withholding	Common Stock	1,967	$223.21	$439K

Holdings After Transaction: Common Stock — 75,502 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 20, 2024 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 20, 2024.

Form 4 Insider Transactions: What Each Field Means →

02/23/2026 - 06:19 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
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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

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)
02/20/2026

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	02/20/2026		F		1,640⁽¹⁾	D	$223.21	75,502	D
Common Stock	02/20/2026		F		1,967⁽²⁾	D	$223.21	73,535	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 20, 2024

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 20, 2024.

Remarks:

	/s/Dean Calloway, Attorney In-Fact	02/23/2026
	** 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 did Asbury Automotive (ABG) CEO David Hult report in this Form 4?

David Hult reported two tax-withholding dispositions of Asbury Automotive common stock. A total of 1,640 and 1,967 shares were withheld at $223.21 per share to satisfy tax obligations when previously granted restricted and performance share units vested.

Were David Hult’s Asbury (ABG) transactions open-market stock sales?

No, the transactions were not open-market sales. They were coded “F” and described as shares withheld to pay taxes upon vesting of restricted and performance share units, meaning the stock was surrendered back to the issuer to cover tax liabilities.

How many Asbury (ABG) shares were withheld for taxes from the CEO’s awards?

Two separate blocks of Asbury common stock were withheld for taxes: 1,640 shares tied to restricted share units and 1,967 shares tied to performance share units, both originally granted on February 20, 2024, according to the Form 4 footnotes.

What is David Hult’s remaining Asbury (ABG) shareholding after these Form 4 transactions?

After the tax-withholding dispositions, one line shows 75,502 shares and another shows 73,535 shares directly owned. These figures reflect updated direct ownership levels for the respective awards after shares were withheld to satisfy the related tax liabilities.

Why were Asbury (ABG) shares withheld from David Hult’s awards on February 20, 2026?

Shares were withheld to pay taxes triggered by vesting of one-third of restricted share units and one-third of performance share units granted February 20, 2024. This is a common mechanism where the issuer retains shares instead of the insider paying cash taxes.