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Lithia Motors Inc senior vice president of finance Charles Douglas Lietz filed an initial ownership report showing he directly holds 5,790 shares of Lithia Motors Inc common stock. This Form 3 filing simply discloses his existing stake as an officer and does not report any recent share purchases or sales.
Lithia Motors, Inc. reported a change to its corporate bylaws related to board governance. Effective February 19, 2026, the company removed the previous upper limit on the size of its Board of Directors, allowing the exact number of directors to be set by board resolution.
For the 2026 Annual Meeting of Shareholders, the Board set its size at 10 directors for purposes of electing directors at that meeting. The updated Amended and Restated Bylaws reflecting this change are included as an exhibit and incorporated by reference.
Lithia Motors, Inc. announced an organizational change in its technology leadership. The company is shifting its information technology and technology teams to align more closely with the businesses, customers, and products they support. As part of this shift, George Hines will transition from his role as Senior Vice President, Chief Innovation and Technology Officer, effective March 1, 2026. Core technology functions will instead report to Tina Miller, Chief Financial Officer, and Dianna du Preez, Chief Customer Officer. Hines will remain with the company in a non-executive role and continue serving on the Pinewood.AI public board.
Lithia & Driveway reported record full-year 2025 revenue of $37.63 billion, up 4.0%, with diluted EPS rising 10% to $32.32 and adjusted diluted EPS up 16% to $33.46. Net income grew 1% to $825.9 million, and adjusted net income increased 8% to $854.7 million.
Fourth-quarter 2025 revenue was stable at $9.20 billion, but diluted EPS fell 28% to $5.72 and adjusted EPS declined 12% to $6.74 as margins compressed and net income dropped 35.5% to $137.9 million. Used vehicles and aftersales were growth drivers, while new vehicle revenue and margins softened.
The company acquired stores expected to add $2.4 billion of annualized revenue, divested $1.3 billion, and repurchased about $947 million of stock, reducing shares outstanding by 11.4% in 2025. The board approved a $0.55 per-share cash dividend payable on March 20, 2026 to shareholders of record on March 6, 2026.
Lithia Motors Inc. Chief Administrative Officer David Stork reported equity compensation-related transactions in Lithia Motors Inc. (LAD) common stock dated January 9, 2026. He acquired 3,896 restricted stock units that were awarded and earned under a performance- and time-vesting agreement entered into on February 22, 2023, with the performance condition certified on the transaction date and vesting scheduled for January 1, 2026, subject to continued employment. He also acquired 479 additional restricted stock units that each represent a contingent right to one share of common stock and are scheduled to vest on January 1 of 2027, 2028 and 2029, subject to continued employment.
To cover withholding taxes on the vesting of restricted stock units, 1,873 shares of common stock were withheld at a price of $332.33 per share, which is noted as not being an open market transaction. After these transactions, Stork directly beneficially owned 5,721 shares of Lithia Motors Inc. common stock.
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.
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.
Lithia Motors Inc. Chief Executive Officer Bryan B. DeBoer reported equity compensation activity involving the company’s common stock. On January 9, 2026, he acquired 76,129 restricted stock units and an additional 8,323 restricted stock units, both at a stated price of $0 per share. Each unit represents a contingent right to receive one share of common stock, with vesting tied to continued employment and, for a portion, prior performance certification.
On the same date, 46,428 shares of common stock were withheld at $332.33 per share to cover taxes upon vesting of restricted stock units, which is described as not being an open market transaction. After these transactions, DeBoer directly beneficially owned 204,845 shares of Lithia Motors common stock.
Lithia Motors Inc reported an insider stock sale by a director. On 12/12/2025, the director sold 75 shares of Lithia Motors common stock at $360 per share. After this transaction, the director directly owned 1,810 shares of the company’s stock.
An affiliate of a public company filed a Form 144 notice to potentially sell 75 shares of common stock through Morgan Stanley Smith Barney LLC on the NYSE. The shares have an indicated aggregate market value of $26,749.50, compared with 24,250,030 shares of the same class shown as outstanding. The seller originally acquired these 75 shares on 08/02/2023 as restricted stock units from the issuer, with the same date recorded as the payment date. By signing the notice, the seller represents they are not aware of undisclosed material adverse information about the issuer’s current or prospective operations.