Lithia Motors (LAD) CAO David Stork Details RSU Grants and Tax Withholding

Rhea-AI Filing Summary

Lithia Motors Inc. Chief Administrative Officer David Stork reported equity compensation-related transactions in Lithia Motors Inc. (LAD) common stock dated January 9, 2026. He acquired 3,896 restricted stock units that were awarded and earned under a performance- and time-vesting agreement entered into on February 22, 2023, with the performance condition certified on the transaction date and vesting scheduled for January 1, 2026, subject to continued employment. He also acquired 479 additional restricted stock units that each represent a contingent right to one share of common stock and are scheduled to vest on January 1 of 2027, 2028 and 2029, subject to continued employment.

To cover withholding taxes on the vesting of restricted stock units, 1,873 shares of common stock were withheld at a price of $332.33 per share, which is noted as not being an open market transaction. After these transactions, Stork directly beneficially owned 5,721 shares of Lithia Motors Inc. common stock.

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

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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^*

Stork David

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
01/09/2026

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	01/09/2026		A		3,896(1)	A	$0(2)	7,115	D
Lithia Motors Inc Common Stock	01/09/2026		A		479(3)	A	$0	7,594	D
Lithia Motors Inc Common Stock	01/09/2026		F		1,873(4)	D	$332.33	5,721	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. Restricted stock units were awarded and earned under a performance and time-vesting restricted stock unit agreement entered into on 02-22-2023. Compensation Committee certification of the achievement of the performance condition for the award occurred on the transaction date. Subject to the reporting persons continued employment with the issuer or any of its subsidiaries, the restricted stock units vest on January 1, 2026.

2. Acquisition of restricted stock units. Each restricted stock unit represents a contingent right to receive one share of Common Stock.

3. Acquisition of restricted stock units. Each restricted stock unit represents a contingent right to receive one share of Common Stock. Subject to the reporting persons continued employment with the issuer or any of its subsidiaries, the restricted stock units vest on January 1st of each of the following years: 2027, 2028, 2029.

4. Shares withheld for payment of taxes on vesting of restricted stock units; not an open market transaction.

Remarks:

	/s/ Kevin Cundick, Attorney-in-Fact	01/12/2026
	** 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).
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FAQ

What insider transactions did LAD executive David Stork report on January 9, 2026?

David Stork, Chief Administrative Officer of Lithia Motors Inc. (LAD), reported equity compensation-related transactions on January 9, 2026, including acquisitions of restricted stock units and share withholding for taxes tied to those awards.

How many Lithia Motors (LAD) restricted stock units did David Stork acquire?

David Stork acquired 3,896 restricted stock units earned under a performance- and time-vesting agreement and 479 additional restricted stock units, with each unit representing a contingent right to receive one share of Lithia Motors Inc. common stock.

When do David Stork’s newly reported LAD restricted stock units vest?

The 3,896 restricted stock units are scheduled to vest on January 1, 2026, and the 479 restricted stock units are scheduled to vest on January 1 of each of the years 2027, 2028 and 2029, in each case subject to his continued employment with Lithia Motors Inc. or its subsidiaries.

Why were 1,873 shares of Lithia Motors (LAD) common stock withheld in David Stork’s Form 4?

1,873 shares of Lithia Motors Inc. common stock were withheld at $332.33 per share for the payment of taxes upon the vesting of restricted stock units. This was explicitly described as not an open market transaction.

How many Lithia Motors (LAD) shares does David Stork own after these transactions?

Following the reported transactions, David Stork directly beneficially owned 5,721 shares of Lithia Motors Inc. common stock.

What conditions apply to David Stork’s LAD performance-based restricted stock units?

The performance-based restricted stock units were awarded under an agreement dated February 22, 2023. The Compensation Committee certified achievement of the performance condition on the transaction date, and the units vest on January 1, 2026, subject to Stork’s continued employment with Lithia Motors Inc. or its subsidiaries.