Tax withholding trims Asbury (NYSE: ABG) executive Jed Milstein stake

Rhea-AI Filing Summary

Asbury Automotive Group executive Jed Milstein reported tax-related share dispositions linked to equity vesting. On February 14, 119 and 211 shares of common stock were withheld at $229.44 per share to cover taxes upon vesting of previously granted restricted and performance share units, leaving him with directly owned shares reported after each transaction.

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^*

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)
02/14/2026

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		119(1)	D	$229.44	11,792	D
Common Stock	02/14/2026		F		211(2)	D	$229.44	11,581	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.
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 Asbury Automotive Group (ABG) report for Jed Milstein?

Asbury Automotive Group reported that SVP & CHRO Jed Milstein had common shares withheld to satisfy taxes on vesting equity awards. Two tax-withholding dispositions occurred on February 14, tied to restricted share units and performance share units originally granted on February 14, 2023.

How many Asbury Automotive (ABG) shares were withheld for Jed Milsteins taxes?

A total of 330 Asbury Automotive Group common shares were withheld for taxes, in two transactions of 119 and 211 shares. Both were recorded at a price of $229.44 per share as part of equity award vesting on February 14.

What was the price per share for Jed Milsteins tax-withholding transactions at Asbury (ABG)?

The tax-withholding dispositions were recorded at $229.44 per share. This price was applied to 119 and 211 common shares withheld to cover Milsteins tax obligations upon vesting of restricted share units and performance share units granted on February 14, 2023.

Why were Asbury Automotive (ABG) shares withheld from Jed Milstein on February 14, 2026?

The shares were withheld to pay taxes due when equity awards vested. One-third of previously granted restricted share units and one-third of performance share units vested, and common stock was retained by the company to satisfy Milsteins tax liability instead of a separate cash payment.

Which equity awards caused the tax-related share withholding for Asbury (ABG) executive Jed Milstein?

The withholding related to one-third of restricted share units and one-third of performance share units granted on February 14, 2023. When these awards vested, Asbury Automotive Group withheld common stock to cover Milsteins tax obligations associated with the vesting event.