Lithia Mtrs Inc SEC Filings

Abrams Capital Management, L.P., Abrams Capital Management, LLC, and David C. Abrams filed a joint Form 3 for Lithia Motors (LAD).

They reported indirect beneficial ownership of 2,490,534 shares of common stock, with the Director relationship indicated. The Date of Event was 10/24/2025.

The filing notes the shares are held for private investment funds managed by the LP, and each reporting person disclaims beneficial ownership beyond his or its pecuniary interest.

Lithia Motors (LAD) filed a Form 4 reporting an insider transaction by a director on 11/01/2025. The filing shows 79 shares of common stock were withheld at $314.08 per share to cover taxes upon the vesting of restricted stock units, coded “F” for tax withholding.

This was not an open market transaction. Following the transaction, the reporting person directly owned 25,615 shares.

Lithia Motors (NYSE: LAD) reported Q3 2025 results with revenue of $9,675.8 million, up from $9,221.0 million a year ago. Net income attributable to the company was $217.1 million versus $207.3 million, and diluted EPS was $8.61 compared with $7.73. Year to date, revenue reached $28,437.1 million and diluted EPS was $26.42. Gross profit for the quarter was $1,466.0 million, while floor plan interest expense declined to $57.8 million from $76.6 million.

The company continued active portfolio moves. It closed multiple dealership acquisitions in 2025 for $417.6 million in cash, contributing $149.0 million of revenue and $7.4 million of operating income since closing. It expanded liquidity by amending its US Bank syndicated credit facility to a $6.5 billion commitment (expandable to $7.0 billion), updated its Mizuho warehouse facility to allow up to $1.0 billion, and issued $600.0 million of 5.500% senior notes due 2030. Non‑recourse notes tied to auto receivables totaled $2,245.7 million outstanding. The company repurchased 2,102,524 shares in 2025 at a $313.41 average; $910.1 million remained authorized. Cash from operations was $233.0 million year to date.

Lithia Motors, Inc. (LAD) reported that it issued a press release announcing its third-quarter 2025 financial results and declared a $0.55 per share cash dividend. The dividend will be paid on November 21, 2025 to shareholders of record as of November 7, 2025. The results were shared via an attached press release (Exhibit 99.1), which the company noted is furnished and not filed under the Exchange Act.

Lithia Motors director Richard J. Bailey Jr. acquired 342 restricted stock units on 10/01/2025, each representing a contingent right to one share of common stock. The reported transaction shows 342 shares beneficially owned following the grant, recorded at a $0 per-share price because these units are equity awards rather than open-market purchases. The filing was signed by an attorney-in-fact on 10/08/2025. This Form 4 discloses a standard equity compensation grant to a director and does not report any option exercises, sales, or cash consideration.

Initial Form 3 filing for a director that reports no beneficial ownership. The filing names Richard J. Bailey Jr. as the reporting person and indicates his relationship to Lithia Motors Inc. (LAD) is as a director. The event date requiring the statement is 10/01/2025 and the form was signed by an attorney-in-fact on 10/08/2025. The filing explicitly states "No securities are beneficially owned."

Heidi O'Neill, a director of Lithia Motors Inc (LAD), was granted 342 restricted stock units (RSUs) on 10/01/2025. Each RSU represents a contingent right to receive one share of common stock, and the reported price for the grant is $0. Following the transaction the filing reports 342 shares beneficially owned by Ms. O'Neill in a direct ownership form. The Form 4 was signed on behalf of the reporting person by an attorney-in-fact, Kevin Cundick, on 10/03/2025.

Lithia Motors (LAD) disclosed an insider’s Form 3, indicating a new director relationship as of 10/01/2025. The filing reports no securities beneficially owned by the reporting person at the time of the event. This is an initial ownership statement and was filed by one reporting person, reflecting the individual’s status and baseline holdings at the start of service.

Lithia Motors added two independent directors and disclosed their compensation and related relationships. Heidi O'Neill and Richard Bailey were elected to the expanded nine-member Board effective October 1, 2025. Each will receive an annual cash retainer of $100,000 prorated for the 2025-2026 service year and will be granted restricted stock units valued at approximately $113,750 that vest monthly across the director compensation year while in service. The Company will enter into its standard indemnity agreements with both directors. Both will serve on the audit committee. The filing also discloses that Lithia donated approximately $833,000 in 2024 and $666,000 so far in 2025 to the Southern Oregon University Foundation as part of a 10-year commitment made in July 2022.