Director Heidi O’Neill granted 1,082 LAD shares at no cost (NYSE: LAD)

Rhea-AI Filing Summary

Lithia Motors Inc director Heidi O'Neill reported an acquisition of 1,082 shares of Lithia Motors Inc Common Stock on a grant or award basis. The shares were received at a price of $0.00 per share and increase her direct holdings to 1,424 shares.

A footnote explains this is an acquisition of restricted stock units, each representing a contingent right to receive one share of Common Stock, so this filing reflects a compensation-related equity award rather than an open-market purchase.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider O'NEILL HEIDI

Role null

Type	Security	Shares	Price	Value
Grant/Award	Lithia Motors Inc Common Stock	1,082	$0.00	--

Holdings After Transaction: Lithia Motors Inc Common Stock — 1,424 shares (Direct, null)

Footnotes (1)

1. [object Object]

Key Figures

Shares granted: 1,082 shares Price per share: $0.00 per share Post-transaction holdings: 1,424 shares +1 more

4 metrics

Shares granted 1,082 shares Grant/award acquisition of common stock on April 30, 2026

Price per share $0.00 per share Reported transaction price for the 1,082-share award

Post-transaction holdings 1,424 shares Total direct holdings after the reported award

Transactions acquiring shares 1 acquisition Form 4 transaction summary acquireCount

Key Terms

restricted stock units, contingent right, grant/award acquisition

3 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.

contingent right financial

"Each restricted stock unit represents a contingent right to receive one share"

grant/award acquisition financial

"transaction_action": "grant/award acquisition""

Form 4 Insider Transactions: What Each Field Means →

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^*

O'NEILL HEIDI

(Last) (First) (Middle)

150 N BARTLETT

(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)
			Code	V	Amount	(A) or (D)	Price
Lithia Motors Inc Common Stock	04/30/2026		A		1,082(1)	A	$0	1,424	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	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)

FAQ

What insider transaction did Lithia Motors (LAD) director Heidi O'Neill report?

Director Heidi O’Neill reported acquiring 1,082 shares of Lithia Motors Inc Common Stock as a grant or award. The shares were received at $0.00 per share, reflecting a compensation-related equity award rather than an open-market purchase.

How many Lithia Motors (LAD) shares does Heidi O'Neill hold after this Form 4?

After the reported transaction, Heidi O’Neill holds 1,424 shares of Lithia Motors Inc Common Stock directly. This total reflects the 1,082-share grant or award added to her prior holdings, as disclosed in the Form 4 filing data.

What is the nature of the 1,082-share award reported by Heidi O'Neill at LAD?

The 1,082-share award is an acquisition of restricted stock units, each representing a contingent right to receive one share of Lithia Motors Inc Common Stock. This indicates a stock-based compensation grant rather than a cash transaction or market trade.

Did Heidi O'Neill buy Lithia Motors (LAD) shares on the open market in this filing?

No, the Form 4 shows a grant or award acquisition of 1,082 shares at $0.00 per share, not an open-market purchase. The transaction code is “A,” indicating a grant, award, or other acquisition as part of compensation arrangements.

What does the restricted stock unit footnote mean in the Lithia Motors (LAD) Form 4?

The footnote states the transaction is an acquisition of restricted stock units, each giving a contingent right to one share of Common Stock. This clarifies that the award delivers equity-based compensation, subject to conditions, instead of an immediate cash-funded stock purchase.