ABG (NYSE: ABG) CFO Welch logs 282-share tax-withholding disposition

Rhea-AI Filing Summary

Asbury Automotive Group SVP & CFO Michael Welch reported a small insider transaction involving company common stock. On February 19, he disposed of 282 shares at a price of $229.78 per share in a transaction coded as a tax-withholding disposition. This was not an open-market sale, but shares withheld by the company to cover taxes due when one-third of previously granted restricted share units vested. After this withholding event, Welch directly owned 14,482 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^*

Welch Michael

(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)
	SVP & CFO

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		282(1)	D	$229.78	14,482	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).
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FAQ

What insider transaction did ABG executive Michael Welch report?

Michael Welch reported a tax-withholding disposition of 282 ABG shares. The shares were withheld to cover taxes when one-third of his restricted share units vested, rather than sold in an open-market transaction.

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

No, the Form 4 shows a tax-withholding disposition, not an open-market sale. The 282 shares were withheld by Asbury Automotive Group to pay taxes due on the vesting of restricted share units.

How many ABG shares did Michael Welch dispose of for tax withholding?

He disposed of 282 shares of ABG common stock for tax withholding purposes. The shares were valued at $229.78 per share and were used to satisfy tax obligations on vested restricted share units.

How many ABG shares does Michael Welch own after this Form 4 transaction?

Following the reported tax-withholding transaction, Michael Welch directly owns 14,482 ABG common shares. This figure reflects his holdings after 282 shares were withheld to cover taxes on his restricted share unit vesting.

What triggered the tax-withholding share disposition reported by ABG’s CFO?

The disposition was triggered when one-third of restricted share units granted on February 19, 2025 vested. At vesting, 282 shares of ABG common stock were withheld to pay the associated tax liability.