[Form 4] Asbury Automotive Group, Inc. Insider Trading Activity

Rhea-AI Filing Summary

On 1 Aug 2025 Smith & Nephew plc (NYSE: SNN) filed a Form 6-K to disclose its share capital position as at 31 Jul 2025.

Total issued share capital: 877,710,150 ordinary shares of US 20¢ each. Of these, 1,748,679 shares are held in treasury and therefore carry no voting rights. The resulting shares entitled to vote total 875,961,471, with one vote per share.

Under UK FCA Disclosure Guidance & Transparency Rule 5.6.1, investors should use 875,961,471 as the denominator when assessing whether their holdings require notification.

No financial results, guidance, or strategic updates are included in this routine filing.

Insights

Corporate Governance Analyst

TL;DR: Routine share-count update; no material impact on valuation or operations.

The 6-K merely refreshes the market on Smith & Nephew’s share count and voting-rights denominator. Such disclosures are required when treasury stock movements, buy-backs, or option exercises alter outstanding voting shares. With only 1.75 m shares (≈0.2%) in treasury, the adjustment is immaterial to earnings per share, control dynamics, or free float. No capital raise, buy-back programme, or other actionable information accompanies the notice. Accordingly, I rate the filing neutral for investors.

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^*

ABRAMS CAPITAL MANAGEMENT, L.P.

(Last) (First) (Middle)

222 BERKELEY STREET, 21ST FLOOR

(Street)

BOSTON MA 02116

(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	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
07/30/2025

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

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

	Form filed by One Reporting Person
X	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	07/30/2025		P		46,952	A	$225.1597(1)	2,162,992	I	See Footnotes(2)(3)(4)

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

1. Name and Address of Reporting Person^*

ABRAMS CAPITAL MANAGEMENT, L.P.

(Last) (First) (Middle)

222 BERKELEY STREET, 21ST FLOOR

(Street)

BOSTON MA 02116

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

ABRAMS CAPITAL MANAGEMENT, LLC

(Last) (First) (Middle)

222 BERKELEY STREET, 21ST FLOOR

(Street)

BOSTON MA 02116

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

ABRAMS CAPITAL, LLC

(Last) (First) (Middle)

222 BERKELEY STREET, 21ST FLOOR

(Street)

BOSTON MA 02116

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Abrams David C

(Last) (First) (Middle)

222 BERKELEY STREET, 21ST FLOOR

(Street)

BOSTON MA 02116

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Abrams Capital Partners II, L.P.

(Last) (First) (Middle)

222 BERKELEY STREET, 21ST FLOOR

(Street)

BOSTON MA 02116

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

Explanation of Responses:

1. Represents the weighted average purchase price of shares purchased in a series of open market transactions on the transaction date at prices ranging from $224.99455 to $225.435 per share. The Reporting Persons undertake to provide, upon request by the staff of the Securities and Exchange Commission, the issuer, or a security holder of the issuer, full information regarding the number of shares purchased at each price.

2. Shares reported herein as beneficially owned by Abrams Capital, LLC ("Abrams Capital") represent shares held for the account of certain private investment funds for which Abrams Capital serves as general partner. Shares reported herein for Abrams Capital Management, L.P. (the "LP") and Abrams Capital Management, LLC (the "LLC") represent the above-referenced shares beneficially owned by Abrams Capital and shares beneficially owned by another private investment fund for which the LP serves as investment manager. The LLC is the general partner of the LP. Shares reported herein for Mr. Abrams represent the above referenced shares reported for Abrams Capital and the LLC and shares that Mr. Abrams owns personally. Mr. Abrams is the managing member of Abrams Capital and the LLC.

3. Each Reporting Person disclaims beneficial ownership of the reported shares except to the extent of its or his pecuniary interest therein, and the inclusion of such securities in this report shall not be deemed an admission of beneficial ownership for purposes of Section 16 or for any other purpose.

4. As of July 30, 2025, Abrams Capital may have been deemed to beneficially own 2,072,096 of the shares reported herein, the LP and the LLC may have been deemed to beneficially own 2,155,492 of the shares reported herein, and Mr. Abrams may have been deemed to beneficially own all of the shares reported herein.

	/s/ Abrams Capital Management, L.P., by Abrams Capital Management, LLC, the General Partner, by David C. Abrams, Managing Member	08/01/2025
	/s/ Abrams Capital Partners II, L.P., by Abrams Capital, LLC, the General Partner, by David C. Abrams, Managing Member	08/01/2025
	/s/ Abrams Capital Management, LLC, by David C. Abrams, Managing Member	08/01/2025
	/s/ David C. Abrams	08/01/2025
	/s/ Abrams Capital, LLC, by David C. Abrams, Managing Member	08/01/2025
	** 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

How many Smith & Nephew (SNN) shares are in issue as of 31 July 2025?

877,710,150 ordinary shares are issued.

How many voting shares does Smith & Nephew have outstanding?

After excluding treasury stock, there are 875,961,471 shares with voting rights.

How many shares are held in treasury by Smith & Nephew?

The company holds 1,748,679 ordinary shares in treasury.

Why is the 875.96 m figure important for FCA reporting?

It is the denominator investors must use to determine if their holding crosses disclosure thresholds under FCA DTR 5.6.1.

Does this Form 6-K include financial results or guidance for SNN?

No. It only updates the market on share capital and voting rights.