[Form 4] LITHIA MOTORS INC Insider Trading Activity

Rhea-AI Filing Summary

Lithia Motors director Richard J. Bailey Jr. acquired 342 restricted stock units on 10/01/2025, each representing a contingent right to one share of common stock. The reported transaction shows 342 shares beneficially owned following the grant, recorded at a $0 per-share price because these units are equity awards rather than open-market purchases. The filing was signed by an attorney-in-fact on 10/08/2025. This Form 4 discloses a standard equity compensation grant to a director and does not report any option exercises, sales, or cash consideration.

Positive

• Director equity alignment: acquisition of 342 RSUs ties director compensation to shareholder value
• Regulatory compliance: timely Form 4 filing signed on 10/08/2025 discloses the transaction

Negative

• None.

Insights

Equity Compensation Analyst

Director received a routine RSU grant of 342 shares, aligning interests with shareholders.

Restricted stock units are a common form of compensation for directors and executives that convert into shares on vesting; each unit here represents a contingent right to one share. The $0 price reflects that this was an award, not a purchase, and does not indicate a market transaction.

Key dependencies include the grant's vesting schedule and any transfer restrictions, which are not disclosed here. Vesting and holding decisions determine when shares will enter the float; monitor vesting dates for potential share issuance in the near term.

Corporate Governance Specialist

Small director grant suggests routine alignment without material dilution.

A grant of 342 RSUs to a director is modest relative to typical public-company share counts and generally reflects board compensation practices aimed at aligning long-term interests. The filing conforms to Section 16 reporting requirements by disclosing the acquisition and resulting beneficial ownership.

Risks are limited absent additional details: any accelerated vesting, change-in-control provisions, or subsequent sales would be the material items to watch. Expect any material changes to appear in future Form 4 filings.

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
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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^*

Bailey Richard J Jr

(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)
10/01/2025

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	10/01/2025		A		342(1)	A	$0	342	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. Acquisition of restricted stock units. Each restricted stock unit represents a contingent right to receive one share of Common Stock.

Remarks:

	/s/ Kevin Cundick, Attorney-in-Fact	10/08/2025
	** 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

What did Lithia Motors (LAD) disclose in this Form 4?

The filing discloses that director Richard J. Bailey Jr. acquired 342 restricted stock units on 10/01/2025, resulting in 342 shares beneficially owned, recorded at $0 per unit.

Does the $0 price mean shares were given for free?

The $0 price indicates these were equity awards (RSUs), not open-market purchases; they convert to shares upon meeting vesting conditions rather than reflecting a cash purchase price.

How many shares does the director own after the reported transaction?

The director is reported to beneficially own 342 shares following the transaction.

When was the Form 4 signed and filed?

The signature by the attorney-in-fact is dated 10/08/2025, and the transaction date shown is 10/01/2025.

Are vesting dates or restrictions shown in this filing?

No vesting dates or post-grant restrictions are disclosed in this Form 4; those details are not provided.