Impactive Capital (ABG) updates Asbury stake to 4.8% in latest ownership filing

Rhea-AI Filing Summary

Impactive Capital and related persons filed an amendment to their ownership report for Asbury Automotive Group Inc. They report beneficial ownership of 897,724 shares of common stock, representing 4.8% of the outstanding shares, based on 18,618,800 shares outstanding as of April 29, 2026.

The shares were acquired by Impactive funds in open-market purchases using working capital, which may include margin loans, for an aggregate purchase price of approximately $106,412,287 including commissions. As of the close of business on July 10, 2026, the reporting persons state they ceased to be beneficial owners of more than 5% of Asbury’s common stock. Voting and dispositive power over the 897,724 shares is held on a shared basis among Impactive Capital, Impactive Capital GP, and managing members Lauren Taylor Wolfe and Christian Asmar.

Filing Explained

Impactive is below the 5% reporting threshold but still beneficially owns 897,724 shares with shared voting and disposition power.

Schedule 13D/13G amendments track changes in a holder’s reported stake or intent; this July 13 amendment records Impactive Capital’s updated ownership status.

As of the close of business on July 10, 2026, the reporting persons ceased to be beneficial owners of more than 5%; for existing common holders, the disclosed structural consequence is a 4.8% beneficial stake that remains subject to shared voting and disposition power.

The filing reports 897,724 shares beneficially owned through the Impactive Funds, with no sole voting or disposition power and 897,724 shares of shared power for each reporting person.

Those shares were purchased in open-market transactions with working capital, and the filing reports an aggregate purchase price of approximately $106,412,287, including brokerage commissions.

Key Figures

Shares beneficially owned: 897,724 shares Ownership percentage: 4.8% Shares outstanding: 18,618,800 shares +4 more

7 metrics

Shares beneficially owned 897,724 shares Beneficial ownership reported by Impactive Capital and related persons

Ownership percentage 4.8% Portion of Asbury common stock beneficially owned by reporting persons

Shares outstanding 18,618,800 shares As of April 29, 2026, per Asbury’s Form 10-Q

Aggregate purchase price $106,412,287 Total cost to acquire 897,724 shares, including brokerage commissions

Sole voting power 0 shares Reporting persons disclose only shared, not sole, voting power

Shared voting power 897,724 shares Shares over which reporting persons share voting authority

Date below 5% threshold July 10, 2026 Date they ceased to be beneficial owners of more than 5%

Key Terms

beneficially owned, shared voting power, shared dispositive power, margin loans, +1 more

5 terms

beneficially owned financial

"The 897,724 Shares beneficially owned by the Impactive Funds were purchased"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

shared voting power financial

"Shared power to vote or direct vote: 897,724"

Shared voting power occurs when two or more parties jointly have the right to vote or decide how a block of company shares is cast, like co-owners who must agree before moving a piece of furniture. Investors care because who controls voting rights affects board elections, major corporate decisions and takeover outcomes, and shared control can alter regulatory disclosures and the practical influence any holder has over a company’s direction and value.

shared dispositive power financial

"Shared power to dispose or direct the disposition: 897,724"

margin loans financial

"working capital (which may, at any given time, include margin loans made"

Margin loans are loans from a brokerage that let an investor borrow money using their existing stocks, bonds or cash as collateral to buy more securities. They matter because borrowing magnifies both gains and losses—like using a lever to move a heavier load—so small market moves can have outsized effects on your returns; investors also pay interest and risk a margin call, where the broker may force sales if collateral falls below required levels.

Schedule 13D regulatory

"If the filing person has previously filed a statement on Schedule 13G"

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 07/13/2026 - 04:30 PM Accepted by SEC EDGAR 07/13/2026 - 04:30 PM Learn about SEC filing dates

FAQ

What percentage of Asbury Automotive Group (ABG) does Impactive Capital currently report owning?

Impactive Capital reports beneficial ownership of 4.8% of Asbury Automotive Group’s common stock, representing 897,724 shares based on 18,618,800 shares outstanding as of April 29, 2026.

How many Asbury (ABG) shares are reported as beneficially owned by Impactive Capital?

Impactive Capital and related reporting persons state they beneficially own 897,724 shares of Asbury Automotive Group common stock, with shared voting and shared dispositive power over the same 897,724 shares.

When did Impactive Capital fall below 5% ownership of Asbury (ABG)?

The reporting persons state that as of the close of business on July 10, 2026, they ceased to be beneficial owners of more than 5% of Asbury Automotive Group’s outstanding common shares.

What was the aggregate purchase price of Impactive Capital’s Asbury (ABG) stake?

The 897,724 Asbury shares beneficially owned by the Impactive funds were purchased for an aggregate price of approximately $106,412,287, including brokerage commissions, using working capital that may include margin loans.

How many Asbury (ABG) shares were used as the basis for Impactive’s 4.8% ownership calculation?

The 4.8% ownership figure is based on 18,618,800 shares outstanding as of April 29, 2026, as reported in Asbury Automotive Group’s Form 10-Q filed with the SEC on May 1, 2026.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 6)

ASBURY AUTOMOTIVE GROUP INC

(Name of Issuer)

Common Stock, $0.01 par value per share

(Title of Class of Securities)

043436104

(CUSIP Number)

CHRISTIAN ASMAR
IMPACTIVE CAPITAL LP, 450 West 14th Street, 12th Floor
New York, NY, 10014
212-218-8810

LAUREN TAYLOR WOLFE
IMPACTIVE CAPITAL LP, 450 West 14th Street, 12th Floor
New York, NY, 10014
212-218-8810

ANDREW FREEDMAN, ESQ.
OLSHAN FROME WOLOSKY LLP, 1325 Avenue of the Americas
New York, NY, 10019
212-451-2300

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

07/10/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 043436104

1

Name of reporting person

Impactive Capital LP

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 897,724.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 897,724.00

11

Aggregate amount beneficially owned by each reporting person

897,724.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

4.8 %

14

Type of Reporting Person (See Instructions)

IA, PN

SCHEDULE 13D

CUSIP Number(s): 043436104

1

Name of reporting person

Impactive Capital LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 897,724.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 897,724.00

11

Aggregate amount beneficially owned by each reporting person

897,724.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

4.8 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP Number(s): 043436104

1

Name of reporting person

Wolfe Lauren Taylor

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 897,724.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 897,724.00

11

Aggregate amount beneficially owned by each reporting person

897,724.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

4.8 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

CUSIP Number(s): 043436104

1

Name of reporting person

Asmar Christian

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 897,724.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 897,724.00

11

Aggregate amount beneficially owned by each reporting person

897,724.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

4.8 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, $0.01 par value per share
(b)	Name of Issuer: ASBURY AUTOMOTIVE GROUP INC
(c)	Address of Issuer's Principal Executive Offices: 6655 PEACHTREE DUNWOODY ROAD, ATLANTA, GEORGIA , 30328.
Item 3.	Source and Amount of Funds or Other Consideration
	Item 3 is hereby amended and restated as follows: The 897,724 Shares beneficially owned by the Impactive Funds were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases. The aggregate purchase price of the 897,724 Shares beneficially owned by the Impactive Funds is approximately $106,412,287, including brokerage commissions.
Item 5.	Interest in Securities of the Issuer
(a)	Item 5(a) is hereby amended and restated as follows: The aggregate percentage of Shares reported owned by each person named herein is based upon 18,618,800 Shares outstanding as of April 29, 2026, which is the total number of Shares outstanding as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on May 1, 2026. A. Impactive Capital As of the date hereof, Impactive Capital beneficially owned 897,724 Shares held by the Impactive Funds. Percentage: Approximately 4.8% B. Impactive Capital GP As the general partner of Impactive Capital, Impactive Capital GP may be deemed to beneficially own the 897,724 Shares held by the Impactive Funds. Percentage: Approximately 4.8% C. Ms. Taylor Wolfe and Mr. Asmar Each of Ms. Taylor Wolfe and Mr. Asmar, as Managing Members of Impactive Capital GP, may be deemed to beneficially own the 897,724 Shares held by the Impactive Funds. Percentage: Approximately 4.8%
(b)	Item 5(b) is hereby amended and restated as follows: A. Impactive Capital 1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 897,724 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 897,724 B. Impactive Capital GP 1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 897,724 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 897,724 C. Ms. Taylor Wolfe and Mr. Asmar 1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 897,724 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 897,724
(c)	Item 5(c) is hereby amended and restated as follows: A. Impactive Capital The transactions in the Shares by Impactive Capital through the Impactive Funds during the past sixty days are set forth in Exhibit 1 and are incorporated herein by reference. B. Impactive Capital GP Impactive Capital GP has not entered into any transactions in the Shares during the past sixty days. The transactions in the Shares by Impactive Capital through the Impactive Funds during the past sixty days are set forth in Exhibit 1 and are incorporated herein by reference. C. Ms. Taylor Wolfe and Mr. Asmar Each of Ms. Taylor Wolfe and Mr. Asmar have not entered into any transactions in the Shares during the past sixty days. The transactions in the Shares by Impactive Capital through the Impactive Funds during the past sixty days are set forth in Exhibit 1 and are incorporated herein by reference.
(e)	Item 5(e) is hereby amended and restated as follows: As of the close of business on July 10, 2026, the Reporting Persons ceased to be the beneficial owners of more than 5% of the Shares of the Issuer.
Item 7.	Material to be Filed as Exhibits.
	Item 7 is hereby amended to add the following exhibit: 1 - Transactions in Securities

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Impactive Capital LP

Signature:	/s/ Lauren Taylor Wolfe
Name/Title:	Lauren Taylor Wolfe, Managing Member of Impactive Capital LLC, its General Partner
Date:	07/13/2026

Impactive Capital LLC

Signature:	/s/ Lauren Taylor Wolfe
Name/Title:	Lauren Taylor Wolfe, Managing Member
Date:	07/13/2026

Wolfe Lauren Taylor

Signature:	/s/ Lauren Taylor Wolfe
Name/Title:	Lauren Taylor Wolfe
Date:	07/13/2026

Asmar Christian

Signature:	/s/ Christian Asmar
Name/Title:	Christian Asmar
Date:	07/13/2026