Director at Lithia Motors (LAD) reports 54-share tax withholding transaction

Rhea-AI Filing Summary

Lithia Motors Inc director Sidney B. DeBoer reported a small share disposition tied to taxes, not a market trade. On this Form 4, 54 shares of Lithia Motors Inc common stock were withheld on March 2, 2026 at $279.58 per share to cover tax obligations related to vesting restricted stock units. After this tax-withholding event, DeBoer directly owned 25,561 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

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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 SIDNEY 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)

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

3. Date of Earliest Transaction (Month/Day/Year)
03/02/2026

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	03/02/2026		F		54(1)	D	$279.58	25,561	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. Shares withheld for payment of taxes on vesting of restricted stock units; not an open market transaction.

Remarks:

	/s/ Kevin Cundick, Attorney-in-Fact	03/02/2026
	** 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 transaction did LAD director Sidney B. DeBoer report?

Sidney B. DeBoer reported a tax-related share disposition. 54 shares of Lithia Motors Inc common stock were withheld to cover taxes on vesting restricted stock units, rather than being sold in the open market.

Was the LAD insider Form 4 transaction an open market sale?

No, the transaction was not an open market sale. The 54 shares were withheld for payment of taxes upon vesting of restricted stock units, as noted in the footnote, and therefore did not involve a market trade.

How many Lithia Motors (LAD) shares were withheld and at what price?

The filing shows 54 shares of Lithia Motors Inc common stock were withheld at a price of $279.58 per share. This withholding satisfied tax obligations tied to restricted stock unit vesting.

How many Lithia Motors (LAD) shares does Sidney B. DeBoer own after the transaction?

After the tax-withholding disposition, Sidney B. DeBoer directly owned 25,561 shares of Lithia Motors Inc common stock. This figure reflects his direct holdings immediately following the reported Form 4 transaction.

What does transaction code F mean in the LAD Form 4 filing?

Transaction code F indicates a payment of exercise price or tax liability by delivering securities. In this case, 54 shares of Lithia Motors Inc stock were withheld to cover taxes on vesting restricted stock units.

What type of security was involved in the LAD insider transaction?

The transaction involved Lithia Motors Inc Common Stock. Shares were withheld from the director’s vested restricted stock units to satisfy tax obligations, rather than being bought or sold on the open market.