Asbury Automotive (NYSE: ABG) exec has shares withheld for RSU taxes

Rhea-AI Filing Summary

Asbury Automotive Group executive Nathan Edward Briesemeister reported a small, routine share disposition tied to equity compensation. On the transaction date, 26 shares of common stock were withheld at $229.78 per share to cover taxes when one-third of previously granted restricted share units vested. After this tax-withholding disposition, he directly holds 1,857 shares of Asbury Automotive Group 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^*

Briesemeister Nathan Edward

(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)
	VP, Controller & CAO

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		26(1)	D	$229.78	1,857	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, Attorney In-Fact	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).
** 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 Asbury Automotive Group (ABG) report for Nathan Briesemeister?

Asbury Automotive Group reported that executive Nathan Edward Briesemeister had 26 shares of common stock withheld to pay taxes upon vesting of restricted share units, a routine tax-withholding disposition, leaving him with 1,857 directly held shares.

Was the Asbury Automotive Group (ABG) Form 4 transaction an open-market sale?

No, the Form 4 does not show an open-market sale. It reports a code F tax-withholding disposition, where 26 shares were withheld by the issuer to satisfy tax obligations when restricted share units vested.

How many Asbury Automotive Group (ABG) shares were involved in the tax withholding?

The filing shows that 26 shares of Asbury Automotive Group common stock were withheld. These shares covered taxes due upon the vesting of one-third of a restricted share unit grant dated February 19, 2025, rather than being sold on the open market.

What is Nathan Briesemeister’s remaining Asbury Automotive Group (ABG) shareholding after this Form 4?

After the tax-withholding disposition, Nathan Edward Briesemeister directly holds 1,857 shares of Asbury Automotive Group common stock. This figure reflects his direct ownership following the 26 shares withheld for tax purposes on the vesting date.

What does transaction code F mean in the Asbury Automotive Group (ABG) Form 4?

Transaction code F in this Form 4 indicates shares were withheld to pay taxes or exercise costs. Here, 26 shares were withheld to satisfy tax liabilities arising from the vesting of restricted share units granted to the executive.

What triggered the tax-withholding disposition reported by Asbury Automotive Group (ABG)?

The tax-withholding disposition was triggered by the vesting of one-third of restricted share units granted on February 19, 2025. When these units vested, 26 shares of common stock were withheld to cover the associated tax obligations.