Lithia Motors (LAD) director gets RSUs; shares withheld to cover taxes

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Lithia Motors director Sidney B. DeBoer reported routine equity compensation activity. On April 30, 2026, he received 715 shares of Lithia Motors Inc Common Stock as a grant of restricted stock units, with each unit representing a contingent right to one share of common stock.

On May 1, 2026, 58 shares were withheld for taxes upon vesting of these restricted stock units at $290.12 per share. The footnote states this was not an open market transaction but a tax-withholding disposition. After these transactions, DeBoer directly owns 26,218 shares of Lithia Motors Inc Common Stock.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider DEBOER SIDNEY B

Role null

Type	Security	Shares	Price	Value
Tax Withholding	Lithia Motors Inc Common Stock	58	$290.12	$17K
Grant/Award	Lithia Motors Inc Common Stock	715	$0.00	--

Holdings After Transaction: Lithia Motors Inc Common Stock — 26,218 shares (Direct, null)

Footnotes (1)

Acquisition of restricted stock units. Each restricted stock unit represents a contingent right to receive one share of Common Stock. Shares withheld for payment of taxes on vesting of restricted stock units; not an open market transaction.

Key Figures

RSU grant: 715 shares Tax withholding shares: 58 shares Tax withholding price: $290.12 per share +2 more

5 metrics

RSU grant 715 shares Grant of restricted stock units on April 30, 2026

Tax withholding shares 58 shares Shares withheld for taxes on May 1, 2026

Tax withholding price $290.12 per share Value used for tax-withholding disposition

Shares owned after 26,218 shares Directly owned Lithia Motors Inc Common Stock after transactions

Grant price $0.00 per share Stated price for RSU grant acquisition

Key Terms

restricted stock units, tax-withholding disposition, grant, award, or other acquisition, Lithia Motors Inc Common Stock

4 terms

restricted stock units financial

"Acquisition of restricted stock units. Each restricted stock unit represents a contingent right"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

tax-withholding disposition financial

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

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

grant, award, or other acquisition financial

"transaction_code_description": "Grant, award, or other acquisition""

Lithia Motors Inc Common Stock financial

"security_title": "Lithia Motors Inc Common Stock""

Form 4 Insider Transactions: What Each Field Means →

05/01/2026 - 08:07 PM

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^*

DEBOER SIDNEY B

(Last)

(First)

(Middle)

150 N. BARTLETT ST

(Street)

MEDFORD

OREGON

97501

(City)

(State)

(Zip)

UNITED STATES

(Country)

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)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/30/2026

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

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

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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Lithia Motors Inc Common Stock	04/30/2026		A		715⁽¹⁾	A	$0	26,276	D
Lithia Motors Inc Common Stock	05/01/2026		F		58⁽²⁾	D	$290.12	26,218	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

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

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

Remarks:

	/s/ Kevin Cundick, Attorney-in-Fact	05/01/2026
	** 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.
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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What did Lithia Motors (LAD) director Sidney DeBoer report on this Form 4?

Sidney DeBoer reported a routine equity compensation grant and related tax withholding. He received 715 restricted stock units that convert into common shares, and 58 shares were withheld at $290.12 per share to cover taxes when the units vested.

How many Lithia Motors (LAD) shares did Sidney DeBoer receive and at what cost?

DeBoer received 715 shares of Lithia Motors Inc Common Stock as a grant of restricted stock units at a stated price of $0.00 per share. These units represent compensation rather than an open-market purchase and convert into one share of common stock each upon vesting.

Was Sidney DeBoer’s Form 4 for Lithia Motors (LAD) an open-market sale?

No, the disposition was not an open-market sale. The filing states 58 shares were withheld for payment of taxes upon vesting of restricted stock units at $290.12 per share, meaning the company retained shares to satisfy tax obligations rather than selling them on the open market.

How many Lithia Motors (LAD) shares does Sidney DeBoer own after these transactions?

After the reported transactions, DeBoer directly owns 26,218 shares of Lithia Motors Inc Common Stock. This figure reflects the 715-share restricted stock unit grant and the 58-share tax withholding, providing investors a snapshot of his direct equity position following the compensation events.

What are restricted stock units in the context of Lithia Motors (LAD) Form 4?

Restricted stock units are compensation instruments that convert into company shares upon vesting. The filing notes each restricted stock unit granted to DeBoer represents a contingent right to receive one share of Lithia Motors Inc Common Stock, aligning his compensation with shareholder interests as the units settle into stock.

Why were 58 Lithia Motors (LAD) shares withheld in Sidney DeBoer’s filing?

The 58 shares were withheld to pay taxes on the vesting of DeBoer’s restricted stock units. The footnote explains this tax-withholding disposition was not an open market transaction, meaning the shares were retained by the company specifically to satisfy his associated tax liability.