Lithia Motors (NYSE: LAD) starts $500M private notes sale

Rhea-AI Filing Summary

Lithia Motors, Inc. has begun a private offering of $500 million aggregate principal amount of senior notes due 2030. The company disclosed in an 8-K that it announced this transaction through a press release, which is included as an exhibit. The filing emphasizes that this communication, including the attached press release, is neither an offer to sell nor a solicitation of an offer to buy any securities.

Insights

Corporate credit analyst

Lithia Motors plans a $500M private senior notes financing due 2030.

Lithia Motors is initiating a private offering of $500 million in senior notes maturing in 2030. Senior notes typically rank ahead of equity and some other debt in a capital structure, so they represent a meaningful long-term obligation for the company.

The disclosure does not specify interest rate, covenants, or intended use of proceeds, so the precise impact on leverage, liquidity, and flexibility cannot be assessed from this information alone. The transaction structure as a private offering suggests placement with institutional or qualified investors rather than a broad public sale.

Further detail on pricing and terms is referenced as being in the related press release attached as Exhibit 99.1. Subsequent company communications and future filings may provide additional context on how these notes fit into Lithia Motors’ overall financing strategy.

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 commenced a private offering (the “Notes Offering”) of $500 million aggregate principal amount of 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 did Lithia Motors (LAD) disclose in this 8-K filing?

Lithia Motors disclosed that on September 3, 2025, it issued a press release announcing the commencement of a private offering of senior notes and attached that release as Exhibit 99.1.

How large is Lithia Motors' new senior notes offering and when does it mature?

The company has commenced a private offering of $500 million aggregate principal amount of senior notes that are due in 2030.

Is Lithia Motors' $500 million senior notes transaction a public offering?

No. The company states it has commenced a private offering of senior notes, rather than a registered public offering.

Does this Lithia Motors 8-K constitute an offer to sell securities?

No. The company explicitly states that this communication, including the attached exhibit, is neither an offer to sell nor a solicitation of an offer to buy any securities.

Where can investors find more details on Lithia Motors' $500 million notes?

Additional information is contained in the press release dated September 3, 2025, which is filed as Exhibit 99.1 to this 8-K.

What exhibits are included with Lithia Motors' 8-K on the notes offering?

The filing includes Exhibit 99.1, a press release dated September 3, 2025, and Exhibit 104, the cover page interactive data file embedded within the Inline XBRL document.