Every 8-K that Lithia Motors, Inc. (LAD) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow LAD and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full LAD filings page.
Lithia & Driveway reported record second-quarter 2026 revenues of $9.8 billion, with net income of $261.6 million and diluted EPS of $11.54, up 1.3% and 16.9% from a year earlier. Adjusted diluted EPS was $10.03, 9% higher, while adjusted net income declined 6% to $227.6 million.
For the first six months of 2026, revenue reached $19.1 billion, up 2%, but net income fell 22.5% to $363.7 million and diluted EPS decreased 11.9% to $15.68; adjusted diluted EPS edged up 1% to $17.32. Financing Operations generated record quarterly income of $36.5 million and record originations of $884 million.
The company repurchased $242 million of stock in the quarter, about 854,000 shares or 3.7% of shares outstanding, and approved a 23% increase in the quarterly cash dividend to $0.70 per share, payable August 21, 2026. Net debt to Adjusted EBITDA stood at 3.17x, with about $1.3 billion in cash, marketable securities and revolver availability.
Lithia Motors, Inc. reported the results of its 2026 Annual Meeting of Shareholders held on April 30, 2026. Shareholders elected all 10 nominated directors, with each receiving more than 19 million votes in favor and broker non-votes recorded where applicable.
Shareholders approved, on an advisory basis, the compensation of the company’s named executive officers with 17,305,726 votes for and 3,590,110 against. They also ratified the appointment of KPMG LLP as independent registered public accounting firm for the year ending December 31, 2026, with 21,635,870 votes for. A shareholder proposal requesting a change to the board leadership structure did not pass, receiving 4,227,366 votes for and 16,647,183 against.
Lithia & Driveway reported mixed first quarter 2026 results. Revenue edged up 1% to $9.27 billion, driven by a 7.3% increase in used vehicle revenue and 6.1% growth in aftersales. Same-store used revenue rose 4.6%, and aftersales gross margin improved to 58.7%.
Profitability declined sharply. Net income fell to $102.0 million, down 51.7% from $211.2 million, with diluted EPS dropping to $4.28 from $7.94. Adjusted diluted EPS was $7.34, a 7% decrease from $7.93, reflecting lower new-vehicle margins, higher SG&A, and investment losses.
The company highlighted record $840 million originations at Driveway Finance Corporation and finance operations income of $21.3 million versus $12.5 million. Lithia repurchased about $259 million of stock (roughly 942,000 shares, 4.0% of shares) and declared a $0.57 per-share cash dividend payable May 22, 2026 to shareholders of record on May 8, 2026.
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.
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, Inc. announced an organizational change in its technology leadership. The company is shifting its information technology and technology teams to align more closely with the businesses, customers, and products they support. As part of this shift, George Hines will transition from his role as Senior Vice President, Chief Innovation and Technology Officer, effective March 1, 2026. Core technology functions will instead report to Tina Miller, Chief Financial Officer, and Dianna du Preez, Chief Customer Officer. Hines will remain with the company in a non-executive role and continue serving on the Pinewood.AI public board.
Lithia & Driveway reported record full-year 2025 revenue of $37.63 billion, up 4.0%, with diluted EPS rising 10% to $32.32 and adjusted diluted EPS up 16% to $33.46. Net income grew 1% to $825.9 million, and adjusted net income increased 8% to $854.7 million.
Fourth-quarter 2025 revenue was stable at $9.20 billion, but diluted EPS fell 28% to $5.72 and adjusted EPS declined 12% to $6.74 as margins compressed and net income dropped 35.5% to $137.9 million. Used vehicles and aftersales were growth drivers, while new vehicle revenue and margins softened.
The company acquired stores expected to add $2.4 billion of annualized revenue, divested $1.3 billion, and repurchased about $947 million of stock, reducing shares outstanding by 11.4% in 2025. The board approved a $0.55 per-share cash dividend payable on March 20, 2026 to shareholders of record on March 6, 2026.
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 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.
Lithia Motors, Inc. (LAD) reported the filing of an indenture and the related note form for new senior notes bearing a 5.500% coupon maturing in 2030. The filing includes the full indenture agreement and the form of the 5.500% Senior Notes due 2030 as exhibits, and affirms the company’s common stock trades on the New York Stock Exchange under the symbol LAD. The report is signed by the company’s Chief Financial Officer and Principal Accounting Officer, indicating the exhibits have been furnished with the company’s current report.
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.
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.
Lithia Motors entered into a Sixth Amendment to its loan agreement, increasing total financing commitments from $6.0 billion to $6.5 billion, with potential expansion to $7.0 billion subject to lender approval. The amendment establishes initial allocations of $3.0 billion for the New Vehicle Floorplan, $0.9 billion for the Used Vehicle Floorplan, $2.5 billion for the Revolver and $0.1 billion for the Service Loaner Floorplan. It permits the aggregate revolving loan to be up to 50% of aggregate commitments, expands eligible real estate for the revolving base, and removes Financing Operations interest expense from the fixed charge coverage ratio. A copy is filed as Exhibit 10.1.