Asbury Automotive (NYSE: ABG) SVP awarded 1,776 restricted stock units

Rhea-AI Filing Summary

Asbury Automotive Group executive Calloway Dean, SVP, General Counsel & Secretary, reported receiving a grant of 1,776 restricted share units of Asbury common stock on February 9, 2026. Each unit will convert into one share of common stock as it vests.

The award vests in three equal annual installments, beginning on the first anniversary of the grant date. After this grant, Dean directly beneficially owns 7,071 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^*

Calloway Dean

(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)
	SVP, General Counsel & Sec

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		1,776(1)	A	$0	7,071	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 grant of restricted share units. Each restricted share unit converts into one share of the Issuer's common stock upon vesting. Vesting will occur in three equal annual installments beginning on the first anniversary of the grant date.

Remarks:

	/s/Dean Calloway	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 Calloway Dean report for Asbury Automotive Group (ABG)?

Calloway Dean reported receiving 1,776 restricted share units of Asbury Automotive Group common stock as a grant on February 9, 2026. The Form 4 shows this as a grant, not an open-market purchase, with shares held directly after the transaction totaling 7,071.

How many Asbury Automotive Group (ABG) shares does Calloway Dean own after this Form 4 grant?

Following the reported grant, Calloway Dean beneficially owns 7,071 shares of Asbury Automotive Group common stock. This figure reflects the direct ownership position after the award of 1,776 restricted share units reported as acquired on February 9, 2026.

What type of equity award did Asbury Automotive Group (ABG) grant to Calloway Dean?

Asbury Automotive Group granted restricted share units to Calloway Dean. The filing states that 1,776 restricted share units were awarded, and each unit converts into one share of the issuer’s common stock upon vesting, providing stock-based compensation rather than an immediate cash transaction.

How do Calloway Dean’s restricted share units in Asbury Automotive Group (ABG) vest?

The 1,776 restricted share units vest in three equal annual installments. Vesting begins on the first anniversary of the February 9, 2026 grant date, according to the explanation of responses, with each installment converting into shares of Asbury common stock upon vesting.

What is Calloway Dean’s role at Asbury Automotive Group (ABG) in the Form 4 filing?

The Form 4 identifies Calloway Dean as an officer of Asbury Automotive Group, serving as “SVP, General Counsel & Sec.” This role classification appears in the relationship section, confirming the transaction involves a senior executive subject to Section 16 reporting requirements.

Was the Asbury Automotive Group (ABG) Form 4 transaction a purchase or a grant?

The filing describes the transaction as a grant, award, or other acquisition under code “A,” not an open-market purchase. A total of 1,776 restricted share units were granted at a price of $0 per unit, reflecting stock-based compensation to the reporting officer.