Asbury Automotive (ABG) COO disposes shares to cover RSU tax bill

Rhea-AI Filing Summary

Asbury Automotive Group’s Chief Operating Officer Clara Daniel reported two routine tax-withholding dispositions of common stock tied to prior equity awards. On February 14, 2026, she delivered 217 shares and 310 shares of Asbury common stock at $229.44 per share to cover tax obligations upon the vesting of previously granted restricted share units and performance share units from February 14, 2023. After these non-open-market transactions, Daniel directly held 9,530 shares of Asbury 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

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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^*

Clara Daniel

(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)
	Chief Operating Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/14/2026

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	02/14/2026		F		217(1)	D	$229.44	9,840	D
Common Stock	02/14/2026		F		310(2)	D	$229.44	9,530	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 14, 2023.

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 14, 2023.

Remarks:

	/s/Dean Calloway, Attorney In-Fact	02/18/2026
	** 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.
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FAQ

What insider transaction did ABG COO Clara Daniel report on this Form 4?

Clara Daniel reported two tax-withholding dispositions of Asbury Automotive Group common stock. These transactions delivered shares to cover tax obligations triggered by the vesting of earlier equity awards, rather than open-market purchases or sales of stock for investment purposes.

How many ABG shares were disposed of in Clara Daniel’s latest Form 4?

The filing shows tax-withholding dispositions of 217 shares and 310 shares of Asbury common stock. These shares were withheld to satisfy tax liabilities when restricted share units and performance share units granted in February 2023 vested for the Chief Operating Officer.

At what price were the ABG shares valued for Clara Daniel’s tax withholding?

Both transactions in the Form 4 use a price of $229.44 per ABG share. This value is applied to calculate the number of shares needed to satisfy tax obligations arising from vesting equity awards, not from an open-market sale transaction.

How many ABG shares does COO Clara Daniel hold after these transactions?

After the reported tax-withholding dispositions, Clara Daniel directly holds 9,530 shares of Asbury common stock. This post-transaction holding reflects the shares remaining following the delivery of stock to cover tax liabilities on vested restricted and performance share units.

Were Clara Daniel’s ABG transactions open-market sales or tax-related withholdings?

The transactions are tax-related withholdings, not open-market sales. The Form 4 uses transaction code F, and the footnotes explain that the shares were withheld to pay taxes upon vesting of restricted share units and performance share units granted on February 14, 2023.