ABG counsel has 195 shares withheld for taxes

ASBURY AUTOMOTIVE GROUP INC senior vice president, general counsel and secretary Dean Calloway reported a routine tax-related share disposition.

Rhea-AI Filing Summary

ASBURY AUTOMOTIVE GROUP INC senior vice president, general counsel and secretary Dean Calloway reported a routine tax-related share disposition. On a restricted stock vesting event tied to an award granted on July 1, 2024, 195 shares of common stock were withheld to cover taxes.

After this withholding, Calloway directly holds 8,221 shares of Asbury Automotive common stock. The transaction was coded as a tax-withholding disposition (Code F), meaning it was not an open-market purchase or sale but an automatic mechanism to satisfy tax obligations on equity compensation.

Insider Trade Summary

Exercise Price or Tax Liability: 195 shares

Exercise Price or Tax Liability 1 txn

Insider Calloway Dean

Role SVP, General Counsel & Sec

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Common Stock	195	$201.08	$39K

Holdings After Transaction: Common Stock — 8,221 shares (Direct)

Footnotes (1)

1. F1. Represents the number of shares of the Issuer's common stock withheld for payment of taxes upon the vesting of a restricted stock award granted on July 1, 2024.

Key Figures

Shares withheld for taxes: 195 shares Price per share: $201.08 per share Shares owned after transaction: 8,221 shares +1 more

4 metrics

Shares withheld for taxes 195 shares Tax-withholding disposition on restricted stock vesting

Price per share $201.08 per share Value used for 195 withheld shares

Shares owned after transaction 8,221 shares Direct ownership of common stock following withholding

Tax-withholding shares summary 195 shares Total tax-withholding shares in transaction summary

Key Terms

tax-withholding disposition, restricted stock award, Common Stock, withheld for payment of taxes

4 terms

tax-withholding disposition financial

"The Form 4 describes the event as a tax-withholding disposition related to equity compensation."

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

restricted stock award financial

"Upon the vesting of a restricted stock award granted on July 1, 2024, shares were withheld."

A restricted stock award is company shares given to an employee or executive that cannot be sold or fully owned until certain conditions—like staying with the company for a set time or hitting performance targets—are met. Think of it as a gift that only becomes yours after you fulfill specific obligations; for investors, these awards matter because they can increase the total shares outstanding when they vest, reveal how management is being paid and motivated, and create potential selling pressure when restrictions lift.

Common Stock financial

"The transaction involves the issuer's Common Stock as the underlying security."

Common stock represents ownership shares in a company, giving investors a stake in its success and a say in important decisions through voting rights. It is the most common type of stock traded on markets and can provide income through dividends, as well as potential for value growth. For investors, holding common stock means sharing in the company’s profits and risks.

withheld for payment of taxes financial

"The footnote states the shares were withheld for payment of taxes upon vesting."

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did ABG executive Dean Calloway report on this Form 4?

Dean Calloway reported shares withheld to pay taxes on a restricted stock vesting. The Form 4 shows 195 shares of Asbury Automotive common stock were withheld as a tax-withholding disposition, rather than sold in the open market, related to equity compensation.

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

No, the ABG Form 4 does not show an open-market sale. The transaction is coded "F" as a tax-withholding disposition, meaning 195 shares of common stock were withheld to cover tax liabilities upon vesting of a restricted stock award.

How many ABG shares does Dean Calloway hold after this Form 4 transaction?

Dean Calloway holds 8,221 ABG common shares after the transaction. Following the withholding of 195 shares for tax purposes, his direct ownership position is reported as 8,221 shares of Asbury Automotive Group common stock on the Form 4.

What triggered the tax-withholding disposition reported for ABG on this Form 4?

The tax-withholding disposition was triggered by a restricted stock vesting. Footnotes explain that 195 shares of Asbury Automotive common stock were withheld to pay taxes when a restricted stock award, originally granted on July 1, 2024, vested.

What price per share is shown for the ABG tax-withholding transaction?

The Form 4 shows a price of $201.08 per ABG share. This price is associated with the 195 shares of Asbury Automotive common stock withheld to satisfy tax obligations tied to the vesting restricted stock award.

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

Transaction code "F" indicates a tax-withholding disposition. In this ABG filing, it signifies that 195 shares of common stock were withheld by the issuer to pay the reporting person's tax liability from a restricted stock award vesting, not an open-market trade.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 07/02/2026 - 05:05 PM EDT Learn about SEC filing dates

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
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

6655 PEACHTREE DUNWOODY ROAD

(Street)

ATLANTA GEORGIA 30328

(City) (State) (Zip)

UNITED STATES

(Country)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
07/01/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	07/01/2026		F		195(1)	D	$201.08	8,221	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 a restricted stock award granted on July 1, 2024.

Remarks:

	/s/Dean Calloway	07/02/2026
	** 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.
* Form 4: SEC 1474 (03-26)