Lithia Motors (LAD) removes board size cap, sets 10 directors

Rhea-AI Filing Summary

Lithia Motors, Inc. reported a change to its corporate bylaws related to board governance. Effective February 19, 2026, the company removed the previous upper limit on the size of its Board of Directors, allowing the exact number of directors to be set by board resolution.

For the 2026 Annual Meeting of Shareholders, the Board set its size at 10 directors for purposes of electing directors at that meeting. The updated Amended and Restated Bylaws reflecting this change are included as an exhibit and incorporated by reference.

LITHIA MOTORS INC0001023128false12/3100010231282026-02-192026-02-19

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

February 19, 2026

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

Not Applicable

(Former Name or Former Address, if changed since last report)

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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On February 19, 2026, the Board of Directors the Company approved and adopted an amendment to the Company’s Amended and Restated Bylaws (as amended and restated, the “Bylaws”), effective as of such date. The amendment removes the upper limit on the size of the Board and provides that the exact number of directors shall be fixed from time to time by resolution of the Board. The Board set the size of the Board at 10 directors effective at, and for the purposes of the election of directors at, the Company’s 2026 Annual Meeting of Shareholders.

The full text of the Bylaws is filed as Exhibit 3.1 hereto and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.			Description
3.1			Bylaws as of February 19, 2026.
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.

Dated:			February 20, 2026						LITHIA MOTORS, INC.
						By:			/s/ Tina Miller
									Tina Miller
									Senior Vice President and Chief Financial Officer

FAQ

What governance change did Lithia Motors (LAD) disclose in this 8-K?

Lithia Motors disclosed a bylaw amendment removing the upper limit on its Board size. The Board can now set the exact number of directors by resolution, providing flexibility in board composition and future appointments based on the company’s needs.

How many directors will Lithia Motors (LAD) have for the 2026 shareholder meeting?

The Board set its size at 10 directors for the 2026 Annual Meeting of Shareholders. This number applies specifically to the election of directors at that meeting, reflecting the company’s current preferred board composition.

When did Lithia Motors’ bylaw amendment on board size become effective?

The bylaw amendment became effective on February 19, 2026. From that date, the Board gained authority to fix the exact number of directors from time to time through its own resolutions, rather than being constrained by a prior upper limit.

Where can investors find the full text of Lithia Motors’ updated bylaws?

The full text of the updated Amended and Restated Bylaws is filed as Exhibit 3.1. This exhibit is incorporated by reference and provides complete details of the governance changes adopted on February 19, 2026.

Does the Lithia Motors (LAD) filing change the current fiscal year or financial reporting?

The filing focuses on amendments to the company’s bylaws regarding board size and composition. It does not describe any change to the fiscal year or to financial reporting practices within the disclosed content.

Who signed the Lithia Motors (LAD) report related to the bylaw amendment?

The report was signed on behalf of Lithia Motors by Tina Miller, Senior Vice President and Chief Financial Officer. Her signature confirms the company’s authorization of the disclosed governance changes and the attached bylaw exhibit.

Filing Exhibits & Attachments

5 documents

Other Documents

• EX-3.1 EX-3.1 154.2 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 2.1 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE DOCUMENT 14.5 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 25.7 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 15.1 KB