Asbury Automotive Group (NYSE: ABG) SVP & CHRO receives 1,776 RSUs

Rhea-AI Filing Summary

Asbury Automotive Group executive Jed Milstein, SVP & CHRO, reported an acquisition of company stock through an equity award. On 02/09/2026, he received 1,776 shares of common stock as a grant of restricted share units at a stated price of $0 per share.

Each restricted share unit converts into one share of common stock upon vesting, which will occur in three equal annual installments beginning on the first anniversary of the grant date. Following this award, Milstein beneficially owns 11,911 shares of Asbury Automotive Group common stock, held directly.

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^*

Milstein Jed

(Last) (First) (Middle)

C/O ASBURY AUTOMOTIVE GROUP, INC.

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 & CHRO

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	11,911	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, Attorney In-Fact	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).
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.

FAQ

What insider transaction did ABG executive Jed Milstein report?

Jed Milstein reported an acquisition of Asbury Automotive Group common stock through an equity grant. On 02/09/2026, he received 1,776 restricted share units, each settling into one share upon vesting, at a stated price of $0 per share, increasing his direct holdings.

How many ABG shares does Jed Milstein own after this Form 4 transaction?

After the reported transaction, Jed Milstein beneficially owns 11,911 shares of Asbury Automotive Group common stock. This total reflects his direct ownership position following the 1,776-share restricted share unit grant reported as acquired on 02/09/2026 under transaction code A on the Form 4.

What type of equity award did ABG grant to Jed Milstein?

Asbury Automotive Group granted Jed Milstein restricted share units. Each unit will convert into one share of the company’s common stock upon vesting, which occurs in three equal annual installments starting on the first anniversary of the 02/09/2026 grant date, subject to standard award terms.

What is the vesting schedule for Jed Milstein’s ABG restricted share units?

The restricted share units granted to Jed Milstein vest in three equal annual installments. Vesting begins on the first anniversary of the 02/09/2026 grant date, with each installment converting into common stock on vesting, as each unit represents one share of Asbury Automotive Group common stock.

Was Jed Milstein’s ABG equity grant a purchase or a grant award?

The transaction was a grant award, not an open-market purchase. It is reported with transaction code A, described as a grant, award, or other acquisition, with 1,776 restricted share units received at a stated price of $0 per share as part of his executive compensation.