Lithia Motors (NYSE: LAD) extends multi-billion credit facility and updates terms

Rhea-AI Filing Summary

Lithia Motors, Inc. entered into a Seventh Amendment to its Fourth Amended and Restated Loan Agreement with U.S. Bank National Association and other lenders. The amendment extends the expiration date of the company’s credit facility to February 27, 2031, with one-year extension options available annually subject to lender threshold consent and other conditions.

Upon the company’s election to convert its Used Vehicle Floorplan and Service Loaner Floorplan facilities to VIN-specific reporting as of the defined VIN Transition Date, the financing commitments would be allocated as follows: New Vehicle Floorplan $2,700,000,000, Used Vehicle Floorplan $1,250,000,000, Service Loaner Floorplan $150,000,000, and a Revolving Line of Credit $2,400,000,000. The amendment also removes the Simple SOFR Adjustment.

Insights

Credit & Capital Structure Analyst

Lithia secures long-dated, multi-billion credit capacity with updated terms.

The amendment locks in a large syndicated credit facility for Lithia Motors through February 27, 2031, with additional one-year extension options subject to lender consent and conditions. This long tenor can support inventory financing and general liquidity planning across new, used, and service loaner vehicles.

The VIN-specific reporting election for used and service loaner floorplans, together with defined commitments of $2.7B for new vehicles, $1.25B for used, $150M for service loaners, and a $2.4B revolver, clarifies the structure of available borrowing capacity. Removal of the Simple SOFR Adjustment changes the interest calculation mechanics consistent with current benchmark conventions.

Overall, this appears to be a refinancing and extension of existing arrangements rather than a new debt raise. Future company filings may detail actual utilization levels of these facilities and any effects from the VIN-specific reporting framework on operating flexibility and working capital management.

LITHIA MOTORS INC0001023128false00010231282026-02-272026-02-27

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 27, 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

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 1.01. Entry Into a Material Definitive Agreement

Seventh Amendment to Fourth Amended and Restated Loan Agreement

On February 27, 2026, Lithia Motors, Inc. (the “Company”) entered into a Seventh Amendment (the “Seventh Amendment”) to its Fourth Amended and Restated Loan Agreement, dated as of April 29, 2021 (including all amendments, the “Loan Agreement”) with U.S. Bank National Association as administrative agent and agent for the lenders, and each of the lenders party to the Loan Agreement, as lenders.

Among other changes, the Seventh Amendment:

•Extends the expiration date of the credit facility to February 27, 2031 (additionally includes 1-year extension options available annually subject to lender threshold consent and the satisfaction of other conditions).

•Converts the Company's existing Used Vehicle Floorplan and Service Loaner Floorplan facilities to VIN-specific reporting, upon election by the Company. Upon such conversion and as of the VIN Transition Date (as defined in the Seventh Amendment), the allocation of the financing commitment would be adjusted as follows:

◦New Vehicle Floorplan - $2,700,000,000

◦Used Vehicle Floorplan - $1,250,000,000

◦Service Loaner Floorplan - $150,000,000

◦Revolving Line of Credit - $2,400,000,000

•Removal of the Simple SOFR Adjustment.

A copy of the Seventh Amendment is set forth as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. The description of the Seventh Amendment in this Report is only a summary and is qualified in its entirety by reference to the actual terms of the Seventh Amendment.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.			Description
10.1			Seventh Amendment to Fourth Amended and Restated Loan Agreement, dated February 27, 2026, among Lithia Motors, Inc., the subsidiaries of Lithia Motors, Inc. listed on the signature pages of the agreement or that thereafter become borrowers thereunder, the lenders party thereto from time to time, and U.S. Bank National Association.
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: March 4, 2026			LITHIA MOTORS, INC.
			Registrant
			By:			/s/ Tina Miller
						Tina Miller
						Chief Financial Officer, Senior Vice President, and Principal Accounting Officer

FAQ

What major financing change did Lithia Motors (LAD) make on February 27, 2026?

Lithia Motors entered into a Seventh Amendment to its Fourth Amended and Restated Loan Agreement. The amendment primarily extends the expiration of its credit facility to February 27, 2031 and updates several structural terms, including reporting mechanics and commitment allocations across floorplan and revolver components.

How long is Lithia Motors’ amended credit facility now available?

The amended credit facility runs through February 27, 2031, giving Lithia Motors a long-term financing horizon. The agreement also includes one-year extension options that can be exercised annually, subject to lender threshold consent and satisfaction of other specified conditions in the amendment.

What are the key commitment amounts under Lithia Motors’ amended loan agreement?

Upon conversion to VIN-specific reporting as of the VIN Transition Date, commitments are allocated as follows: New Vehicle Floorplan $2,700,000,000, Used Vehicle Floorplan $1,250,000,000, Service Loaner Floorplan $150,000,000, and a Revolving Line of Credit of $2,400,000,000, defining substantial available borrowing capacity.

How does the Seventh Amendment change reporting for Lithia Motors’ floorplan facilities?

The amendment allows Lithia Motors, upon its election, to convert its existing Used Vehicle Floorplan and Service Loaner Floorplan facilities to VIN-specific reporting. This means individual vehicles are tracked by VIN within the credit facility once the VIN Transition Date defined in the amendment is effective.

What interest-related change is included in Lithia Motors’ Seventh Amendment?

The Seventh Amendment removes the Simple SOFR Adjustment from the loan agreement. This change affects how interest is calculated under the facility, aligning the company’s borrowing terms with the updated provisions negotiated with the lending syndicate and the administrative agent.

Where can investors find the full terms of Lithia Motors’ Seventh Amendment?

The complete Seventh Amendment is filed as Exhibit 10.1. It is dated February 27, 2026 and is incorporated by reference, detailing all revised terms among Lithia Motors, its borrowing subsidiaries, the participating lenders, and U.S. Bank National Association as administrative agent.

Filing Exhibits & Attachments

5 documents

Agreements & Contracts

• EX-10.1 EX-10.1 830.5 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 2.1 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE DOCUMENT 14.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 24.8 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 14.6 KB