Asbury Automotive (NYSE: ABG) SVP covers RSU taxes with 143 withheld shares

Rhea-AI Filing Summary

Asbury Automotive Group senior vice president and general counsel Dean Calloway reported a tax-related share disposition. On February 19, 2026, 143 shares of common stock were withheld at $229.78 per share to cover taxes upon vesting of one-third of restricted share units granted on February 19, 2025. After this withholding, Calloway directly owned 6,865 common shares.

Insights

Equity compensation analyst

Routine tax withholding from RSU vesting; no open‑market sale.

The transaction reflects 143 common shares withheld at $229.78 per share to satisfy taxes when one-third of an RSU grant vested. This follows a standard equity compensation process rather than a discretionary sale into the market.

The filing shows Dean Calloway holding 6,865 shares directly after the event. Because the code is F and the footnote specifies tax withholding on vesting, this is typically viewed as administrative and not a signal-driven trade.

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^*

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)
02/19/2026

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	02/19/2026		F		143(1)	D	$229.78	6,865	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 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 19, 2025.

Remarks:

	/s/Dean Calloway	02/19/2026
	** 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).
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FAQ

What insider transaction did ABG executive Dean Calloway report?

Dean Calloway reported a tax-withholding disposition of 143 shares of Asbury Automotive Group common stock. The shares were withheld upon vesting of restricted share units, rather than sold in the open market, as part of routine equity compensation tax management.

Was the ABG Form 4 transaction an open-market sale of shares?

No, the Form 4 shows a code F tax-withholding disposition, not an open-market sale. Shares were withheld at $229.78 each to cover tax obligations when restricted share units vested, a common administrative feature of stock-based compensation plans.

How many ABG shares were withheld for taxes in this Form 4?

The filing reports 143 shares of Asbury Automotive Group common stock withheld. These shares satisfied tax obligations on the vesting of one-third of a restricted share unit grant originally awarded on February 19, 2025, under the company’s equity incentive arrangements.

What is Dean Calloway’s ABG share ownership after this transaction?

After the tax-withholding event, Dean Calloway directly owned 6,865 shares of Asbury Automotive Group common stock. This post-transaction balance reflects only shares reported in this filing and pertains to his direct ownership as disclosed in the Form 4 data.

What does transaction code F mean in the ABG Form 4 filing?

Transaction code F indicates shares used to pay an exercise price or tax liability. In this case, 143 ABG shares were withheld to cover taxes due when one-third of previously granted restricted share units vested, rather than being sold on an exchange.

Which equity award triggered the tax-withholding shares for ABG’s Calloway?

The withholding relates to one-third of restricted share units granted on February 19, 2025. When that portion vested, Asbury Automotive Group withheld 143 shares of common stock to cover Calloway’s tax liability, as described in the Form 4 footnote disclosure.