Lithia Motors (LAD) CEO Bryan DeBoer logs RSU awards and tax withholding

Rhea-AI Filing Summary

Lithia Motors Inc. Chief Executive Officer Bryan B. DeBoer reported equity compensation activity involving the company’s common stock. On January 9, 2026, he acquired 76,129 restricted stock units and an additional 8,323 restricted stock units, both at a stated price of $0 per share. Each unit represents a contingent right to receive one share of common stock, with vesting tied to continued employment and, for a portion, prior performance certification.

On the same date, 46,428 shares of common stock were withheld at $332.33 per share to cover taxes upon vesting of restricted stock units, which is described as not being an open market transaction. After these transactions, DeBoer directly beneficially owned 204,845 shares of Lithia Motors 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

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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^*

DEBOER BRYAN B

(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 Executive 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		76,129(1)	A	$0(2)	242,950	D
Lithia Motors Inc Common Stock	01/09/2026		A		8,323(3)	A	$0	251,273	D
Lithia Motors Inc Common Stock	01/09/2026		F		46,428(4)	D	$332.33	204,845	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 performance and time-vesting restricted stock unit agreements 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	01/10/2026
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What insider transactions did Lithia Motors (LAD) CEO report on January 9, 2026?

On January 9, 2026, Lithia Motors CEO Bryan B. DeBoer reported acquiring 76,129 restricted stock units and 8,323 additional restricted stock units at a stated price of $0 per share, along with a tax-related share withholding of 46,428 shares at $332.33 per share tied to vesting of prior restricted stock units.

How many Lithia Motors (LAD) shares does CEO Bryan DeBoer own after this Form 4?

Following the reported transactions, CEO Bryan B. DeBoer directly beneficially owned 204,845 shares of Lithia Motors Inc. common stock.

Were Lithia Motors (LAD) CEO’s January 9, 2026 stock movements open market trades?

The filing states that 46,428 shares were withheld for payment of taxes upon vesting of restricted stock units and specifies this was not an open market transaction. The acquisitions involved restricted stock units granted at a stated price of $0 per share.

What are the terms of the restricted stock units granted to Lithia Motors (LAD) CEO?

The restricted stock units granted to the CEO each represent a contingent right to receive one share of common stock. A portion was awarded and earned under performance and time-vesting agreements with performance certified on the transaction date, and vesting is subject to his continued employment, including vesting on January 1, 2026 and on January 1 of 2027, 2028, and 2029 for certain awards.

Does the Lithia Motors (LAD) Form 4 indicate a planned Rule 10b5-1 trading plan?

The form includes a checkbox to indicate whether a transaction was made under a Rule 10b5-1(c) trading plan, but the provided content does not show that this box was checked for the reported transactions.

What role does Bryan B. DeBoer hold at Lithia Motors (LAD) according to the Form 4?

According to the filing, Bryan B. DeBoer is an officer of Lithia Motors Inc. and serves as the company’s Chief Executive Officer.