[SCHEDULE 13D/A] Asbury Automotive Group, Inc. SEC Filing

Rhea-AI Filing Summary

Impactive Capital LP and related reporting persons filed Amendment No. 5 to Schedule 13D on 20 June 2025 disclosing their current ownership in Asbury Automotive Group, Inc. (ABG). The group – Impactive Capital LP, Impactive Capital LLC, and the firm’s co-founders Lauren Taylor Wolfe and Christian Asmar – report beneficial ownership of 1,247,027 common shares, equal to approximately 6.3 % of ABG’s 19,659,160 shares outstanding as of 28 April 2025.

The position was accumulated with working capital for an aggregate purchase price of roughly $163.37 million (including commissions) through open-market transactions executed by Impactive-managed funds. All voting and dispositive power is held on a shared basis among the reporting persons; none has sole voting or dispositive authority.

Purpose of transaction: the amendment states that recent securities sales “were undertaken for the purposes of effectuating a portfolio rebalancing and are not an indication of the Reporting Persons’ view on the future prospects of the Issuer.” No additional strategic intentions, governance proposals, or change-of-control objectives are disclosed.

The filing provides an updated ownership table (Item 5) and adds Exhibit 1, which lists the individual trade dates and share quantities executed within the past 60 days (not reproduced in the text supplied). Signature blocks confirm the certification of accuracy by Impactive Capital LP.

Positive

• Impactive Capital retains a significant 6.3 % stake, indicating continued exposure and potential influence on ABG.
• $163.4 million cost basis disclosed provides transparency on capital committed by a sophisticated investor.

Negative

• Recent share sales (details in Exhibit 1) suggest some reduction in position, which some investors may interpret as waning conviction.
• No strategic initiatives or value-creation plans disclosed, limiting the near-term catalyst potential of the filing.

Insights

Financial Analyst

TL;DR: Impactive still holds 6.3 % of ABG; sales were for portfolio rebalancing, implying neutral impact.

The amendment reveals that Impactive Capital continues to be a meaningful shareholder after recent sales, retaining 1.25 million shares. At 6.3 %, the hedge fund remains above the 5 % threshold that requires a 13D, maintaining potential influence over corporate matters. However, no activist agenda or proposal accompanies the filing, and the managers explicitly downplay any signaling effect. Because the adjustment is framed as routine rebalancing, the disclosure is unlikely to alter ABG’s strategic direction or capital-markets narrative in the near term. Investors may view the reduced (yet still sizable) stake with cautious neutrality, balancing ongoing engagement potential against the fact that some stock has been sold.

Corporate Governance Specialist

TL;DR: Ownership update only; no new governance pressure signalled.

Schedule 13D amendments often foreshadow board campaigns or policy shifts; that is not the case here. The filing reiterates shared voting power among the principals but explicitly limits motivation to portfolio rebalancing. Without proposals under Item 4 – such as board nominations, by-law changes, or M&A advocacy – the amendment should be viewed as housekeeping rather than an escalation of shareholder activism. Governance watchers will nevertheless note that a 6 % holder remains positioned to exert influence should circumstances change.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 5)

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)

06/20/2025

(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).

SCHEDULE 13D

CUSIP No. 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 1,247,027.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 1,247,027.00

11

Aggregate amount beneficially owned by each reporting person

1,247,027.00

12

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

13

Percent of class represented by amount in Row (11)

6.3 %

14

Type of Reporting Person (See Instructions)

IA, PN

SCHEDULE 13D

CUSIP No. 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 1,247,027.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 1,247,027.00

11

Aggregate amount beneficially owned by each reporting person

1,247,027.00

12

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

13

Percent of class represented by amount in Row (11)

6.3 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP No. 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 1,247,027.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 1,247,027.00

11

Aggregate amount beneficially owned by each reporting person

1,247,027.00

12

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

13

Percent of class represented by amount in Row (11)

6.3 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

CUSIP No. 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 1,247,027.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 1,247,027.00

11

Aggregate amount beneficially owned by each reporting person

1,247,027.00

12

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

13

Percent of class represented by amount in Row (11)

6.3 %

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: 2905 PREMIERE PARKWAY NW, SUITE 300, DULUTH, GEORGIA , 30097.
Item 3.	Source and Amount of Funds or Other Consideration
	Item 3 is hereby amended and restated as follows: The 1,247,027 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 1,247,027 Shares beneficially owned by the Impactive Funds is approximately $163,369,339, including brokerage commissions.
Item 4.	Purpose of Transaction
	Item 4 is hereby amended to add the following: The sales of the securities reported herein were undertaken for the purposes of effectuating a portfolio rebalancing and are not an indication of the Reporting Persons' view on the future prospects of the Issuer.
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 19,659,160 Shares outstanding as of April 28, 2025, 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 April 30, 2025. A. Impactive Capital As of the date hereof, Impactive Capital beneficially owned 1,247,027 Shares held by the Impactive Funds. Percentage: Approximately 6.3% B. Impactive Capital GP As the general partner of Impactive Capital, Impactive Capital GP may be deemed to beneficially own the 1,247,027 Shares held by the Impactive Funds. Percentage: Approximately 6.3% 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 1,247,027 Shares held by the Impactive Funds. Percentage: Approximately 6.3%
(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: 1,247,027 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 1,247,027 B. Impactive Capital GP 1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 1,247,027 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 1,247,027 C. Ms. Taylor Wolfe and Mr. Asmar 1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 1,247,027 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 1,247,027
(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.
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:	06/24/2025

Impactive Capital LLC

Signature:	/s/ Lauren Taylor Wolfe
Name/Title:	Lauren Taylor Wolfe, Managing Member
Date:	06/24/2025

Wolfe Lauren Taylor

Signature:	/s/ Lauren Taylor Wolfe
Name/Title:	Lauren Taylor Wolfe
Date:	06/24/2025

Asmar Christian

Signature:	/s/ Christian Asmar
Name/Title:	Christian Asmar
Date:	06/24/2025

FAQ

How many Asbury Automotive (ABG) shares does Impactive Capital currently own?

The filing reports 1,247,027 common shares held by Impactive-managed funds.

What percentage of ABG’s outstanding shares does the position represent?

The stake equals approximately 6.3 % of the 19,659,160 shares outstanding as of 28 April 2025.

Why did Impactive file this Schedule 13D/A amendment?

To update ownership after recent trades; sales were done for portfolio rebalancing, not to signal views on ABG’s prospects.

What was the aggregate purchase cost of Impactive’s ABG position?

Impactive Funds paid about $163.37 million in total, including brokerage commissions.

Does the filing indicate any activist campaign or board change?

No. The amendment contains no proposals or governance actions; it is strictly an ownership update.