Lithia Motors (LAD) CFO Tina Miller granted RSUs, shares withheld for taxes

Rhea-AI Filing Summary

Lithia Motors Inc Chief Financial Officer Tina Miller reported equity compensation changes involving company common stock on January 9, 2026. She acquired 12,747 restricted stock units that were earned under a performance- and time-vesting agreement entered into on February 22, 2023; these units vest on January 1, 2026, subject to continued employment. She also acquired 1,694 additional restricted stock units that vest on January 1 of 2027, 2028, and 2029, each unit representing one share of common stock at no purchase price. On the same date, 7,688 shares were withheld at $332.33 per share to cover taxes upon vesting of restricted stock units, which was not an open market transaction. After these transactions, she beneficially owned 16,885 shares of Lithia Motors common stock directly.

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^*

Miller Tina

(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 Financial 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		12,747(1)	A	$0(2)	22,879	D
Lithia Motors Inc Common Stock	01/09/2026		A		1,694(3)	A	$0	24,573	D
Lithia Motors Inc Common Stock	01/09/2026		F		7,688(4)	D	$332.33	16,885	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 a performance and time-vesting restricted stock unit agreement 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	01/12/2026
	** 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.

FAQ

What insider activity did Lithia Motors (LAD) report for Tina Miller?

Chief Financial Officer Tina Miller reported the acquisition of restricted stock units and the withholding of shares for taxes related to vesting, all involving Lithia Motors Inc common stock on January 9, 2026.

How many restricted stock units did the Lithia Motors (LAD) CFO earn and when do they vest?

Tina Miller earned 12,747 restricted stock units under a performance and time-vesting agreement entered into on February 22, 2023, which vest on January 1, 2026, subject to her continued employment.

What additional equity award did the Lithia Motors (LAD) CFO receive?

She acquired an additional 1,694 restricted stock units, each representing one share of common stock, which vest on January 1 of each of the following years: 2027, 2028, and 2029, subject to continued employment.

Were any Lithia Motors (LAD) shares sold on the open market in this Form 4?

The filing states that 7,688 shares were withheld for payment of taxes upon vesting of restricted stock units at $332.33 per share, and that this was not an open market transaction.

How many Lithia Motors (LAD) shares does the CFO own after these transactions?

Following the reported transactions, Tina Miller beneficially owned 16,885 shares of Lithia Motors Inc common stock directly.

What does each restricted stock unit in the Lithia Motors (LAD) Form 4 represent?

Each restricted stock unit reported represents a contingent right to receive one share of Lithia Motors Inc common stock, subject to the stated vesting and continued employment conditions.