Lithia Motors Inc (NYSE: LAD) officer reports RSU-related stock moves

Rhea-AI Filing Summary

Lithia Motors Inc executive George N. Hines reported equity-related transactions in company stock. On January 9, 2026, he acquired 6,728 shares of Lithia Motors Inc common stock at $0 per share, tied to performance- and time-vesting restricted stock units that were awarded under an agreement dated February 22, 2023. Following this transaction, he directly held 11,154 shares of common stock.

On the same date, Hines acquired an additional 811 shares of common stock at $0 per share in connection with restricted stock units that vest on January 1 of 2027, 2028, and 2029, bringing his direct holdings to 11,965 shares. Also on January 9, 2026, 4,071 shares were withheld at a price of $332.33 per share to cover taxes due on the vesting of restricted stock units, reducing his direct holdings to 7,894 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

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^*

Hines George N

(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 Innovation&Tech 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		6,728(1)	A	$0(2)	11,154	D
Lithia Motors Inc Common Stock	01/09/2026		A		811(3)	A	$0	11,965	D
Lithia Motors Inc Common Stock	01/09/2026		F		4,071(4)	D	$332.33	7,894	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

Who is the insider in Lithia Motors Inc (LAD)'s latest Form 4 filing?

The reporting person is George N. Hines, who serves as Chief Innovation & Tech Officer of Lithia Motors Inc.

What stock awards did George N. Hines report for Lithia Motors Inc (LAD)?

On January 9, 2026, Hines reported acquiring 6,728 shares of Lithia Motors Inc common stock at $0 per share in connection with performance- and time-vesting restricted stock units awarded under a February 22, 2023 agreement.

Did George N. Hines report any additional equity grants in Lithia Motors Inc (LAD)?

Yes. On January 9, 2026, he also acquired 811 shares of Lithia Motors Inc common stock at $0 per share, tied to restricted stock units that vest on January 1 of 2027, 2028, and 2029, subject to continued employment.

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

The filing shows 4,071 shares of Lithia Motors Inc common stock with a transaction code F at $332.33 per share on January 9, 2026, described as shares withheld for payment of taxes on vesting of restricted stock units, and not an open market transaction.

How many Lithia Motors Inc (LAD) shares does George N. Hines hold after these transactions?

After the reported January 9, 2026 transactions, George N. Hines directly holds 7,894 shares of Lithia Motors Inc common stock.

What are the vesting conditions of the restricted stock units for Lithia Motors Inc (LAD)?

The filing explains that certain restricted stock units vest on January 1, 2026, and other restricted stock units vest on January 1 of 2027, 2028, and 2029, in each case subject to the reporting person’s continued employment with Lithia Motors Inc or its subsidiaries.