[Form 4] Lithia Motors, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Form 4 – Lithia Motors, Inc. (LAD)

Director Shauna McIntyre disclosed the open-market sale of 256 LAD common shares on 07/31/2025 at a weighted-average price of $293.0515, generating roughly $75 k in proceeds. Post-sale ownership stands at 1,376 directly held shares; no derivative positions or Rule 10b5-1 trading plan were reported. The sale represents far less than 0.01 % of Lithia’s ~27.6 m shares outstanding, suggesting an immaterial change in insider ownership.

No other equity or option activity was disclosed, and the filing contains no commentary on company fundamentals or upcoming events. Investors may view the transaction as routine portfolio management rather than a signal of strategic intent.

Positive

• None.

Negative

• Insider net selling—even if small—can be interpreted as a modest negative signal, depending on future trading patterns.

Insights

Portfolio Manager

TL;DR: Small, routine insider sale; negligible ownership impact.

The director trimmed 256 shares, keeping 1,376. Proceeds are minor (<$0.1 m) and no derivatives were exercised. With LAD’s market cap near $7 bn, the trade is immaterial and does not alter the bullish or bearish thesis. I classify the filing as neutral; monitor for larger or repeated insider trends to gain insight into sentiment.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

McIntyre Shauna

(Last) (First) (Middle)

150 N. BARTLETT ST

(Street)

MEDFORD OR 97501

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
LITHIA MOTORS INC [ LAD ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
07/31/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Lithia Motors Inc Common Stock	07/31/2025		S		256	D	$293.0515(1)	1,376	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents the weighted average share price of the Issuer's common stock sold in the price range of $293.0100 to $293.0800. The reporting person undertakes to provide upon request by the Commission staff, the Issuer or a security holder, full information regarding the number of shares sold at each separate price.

Remarks:

	/s/ Kevin Cundick, Attorney-in-Fact	07/31/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

How many LAD shares did Director Shauna McIntyre sell?

She sold 256 common shares.

What was the average sale price for the LAD shares?

The weighted-average price was $293.0515 per share.

How many LAD shares does the director still own after the sale?

McIntyre now directly owns 1,376 shares.

Was the transaction executed under a Rule 10b5-1 trading plan?

The Form 4 does not indicate a 10b5-1 plan.

Is the sale material relative to Lithia Motors’ share count?

At <0.01 % of ~27.6 m shares outstanding, it is immaterial.