$600M 5.500% notes: Lithia Motors (NYSE: LAD) sets terms on 2030 senior debt

Rhea-AI Filing Summary

Lithia Motors, Inc. reported that it has priced a private offering of $600 million in aggregate principal amount of 5.500% senior notes due 2030. These senior notes represent a new debt financing that will mature in 2030 and carry a fixed interest rate of 5.500% annually. The company disclosed this transaction under an other-events item and attached the related press release as an exhibit, while emphasizing that this disclosure does not constitute an offer to sell or a solicitation of an offer to buy any securities.

Insights

Credit & Capital Structure Analyst

Lithia Motors prices $600M of 5.500% senior notes due 2030, adding new fixed-rate debt.

Lithia Motors has priced a private offering of $600 million in aggregate principal amount of 5.500% senior notes due 2030. This adds a defined layer of senior debt with a fixed coupon, which can influence interest expense and overall capital structure over the life of the notes.

The notes are characterized as senior, meaning they sit higher in the repayment priority than subordinated obligations. The filing does not describe use of proceeds or refinancing intentions, so the effect on leverage or liquidity depends on how this capital is ultimately applied, as may be detailed in the attached press release or future reports.

The maturity profile now explicitly includes senior notes due 2030 at a 5.500% rate. Subsequent quarterly and annual filings can show how interest expense, debt levels, and any related covenants associated with this issuance affect earnings and balance sheet flexibility over time.

LITHIA MOTORS INC0001023128false00010231282025-09-032025-09-03

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

September 3, 2025

Date of Report (date of earliest event reported)

Lithia Motors, Inc.

(Exact name of registrant as specified in its charter)

Oregon			001-14733						93-0572810
(State or other jurisdiction of incorporation or organization)			(Commission File Number)						(I.R.S. Employer Identification No.)
150 N. Bartlett Street			Medford			Oregon			97501
(Address of principal executive offices)									(Zip Code)

(541) 776-6401

Registrant's telephone number, including area code

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common stock without par value

LAD

The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01 Other Events

On September 3, 2025, Lithia Motors, Inc. (the “Company”) issued a press release announcing that it has priced its private offering (the “Notes Offering”) of $600 million in aggregate principal amount of its 5.500% senior notes due 2030. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information in this Current Report on Form 8-K, including the information contained in the exhibit attached hereto, is neither an offer to sell nor a solicitation of an offer to buy any securities.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.			Description
99.1			Press Release of Lithia Motors, Inc. dated September 3, 2025.
104			Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: September 3, 2025			LITHIA MOTORS, INC.
			Registrant
			By:			/s/ Tina Miller
						Tina Miller
						Chief Financial Officer, Senior Vice President, and Principal Accounting Officer

FAQ

What debt offering did Lithia Motors (LAD) disclose in this 8-K?

Lithia Motors disclosed that it has priced a private offering of $600 million in aggregate principal amount of its 5.500% senior notes due 2030.

What are the key terms of Lithia Motors new senior notes?

The new senior notes have an aggregate principal amount of $600 million, a fixed interest rate of 5.500%, and are scheduled to mature in 2030.

Is Lithia Motors $600 million notes transaction a public offering?

No. Lithia Motors describes this as a private offering of 5.500% senior notes due 2030 and states that the information is neither an offer to sell nor a solicitation of an offer to buy any securities.

Does Lithia Motors (LAD) describe the use of proceeds from the 5.500% senior notes?

This disclosure focuses on the pricing and size of the 5.500% senior notes due 2030; details on use of proceeds are not described in this text and may be in the attached press release.

Which exhibit relates to the $600 million notes offering for Lithia Motors?

Exhibit 99.1 is identified as the press release of Lithia Motors, Inc. dated September 3, 2025, which discusses the pricing of the 5.500% senior notes due 2030.

Who signed the Lithia Motors 8-K covering the 5.500% notes?

The report was signed on behalf of Lithia Motors, Inc. by Tina Miller, Chief Financial Officer, Senior Vice President, and Principal Accounting Officer.