Lithia Motors: Abrams Capital files 13G/A, 2.49M shares owned

Rhea-AI Filing Summary

Abrams Capital Management and affiliates filed Amendment No. 6 to Schedule 13G reporting a passive stake in Lithia Motors (LAD). They disclose beneficial ownership of 2,490,534 shares, representing 10.3% of the common stock, with shared voting and dispositive power and no sole voting or dispositive power. The event date is 09/30/2025.

Across related filers: Abrams Capital Partners II, L.P. reports 1,941,198 shares (8.0%), and Abrams Capital, LLC reports 2,347,051 shares (9.7%). David Abrams is reported as beneficial owner of 2,490,534 shares (10.3%) with shared powers.

The certification states the securities were not acquired and are not held for the purpose of changing or influencing control, consistent with a Schedule 13G (passive) filing.

Insights

Equity ownership & disclosure analyst

Passive 10.3% stake disclosed; shared voting/dispositive power.

Abrams Capital Management and affiliates report 2,490,534 LAD shares, or 10.3%, on a Schedule 13G/A, indicating a passive intent standard. All voting and dispositive authority is listed as shared, with no sole power across the entities.

A 13G certification states the holdings were not acquired to change or influence control, which differentiates it from a 13D. Multiple affiliated vehicles disclose aligned positions: 1,941,198 shares (8.0%) at Abrams Capital Partners II, L.P., and 2,347,051 shares (9.7%) at Abrams Capital, LLC.

The filing anchors to an event date of 09/30/2025. Actual impact on trading or governance depends on holder decisions and issuer developments; the passive designation governs current intent.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 6)

Lithia Motors, Inc.

(Name of Issuer)

Common stock without par value

(Title of Class of Securities)

536797103

(CUSIP Number)

09/30/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. 536797103

1

Names of Reporting Persons

Abrams Capital Partners II, L.P.

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 1,941,198.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,941,198.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,941,198.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

8.0 %

12

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person: (Limited Partnership)

SCHEDULE 13G

CUSIP No. 536797103

1

Names of Reporting Persons

Abrams Capital, LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 2,347,051.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 2,347,051.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

2,347,051.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

9.7 %

12

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person: (Limited Liability Company)

SCHEDULE 13G

CUSIP No. 536797103

1

Names of Reporting Persons

Abrams Capital Management, LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 2,490,534.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 2,490,534.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

2,490,534.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

10.3 %

12

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person: (Limited Liability Company)

SCHEDULE 13G

CUSIP No. 536797103

1

Names of Reporting Persons

Abrams Capital Management, L.P.

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 2,490,534.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 2,490,534.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

2,490,534.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

10.3 %

12

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person: (Limited Partnership)

SCHEDULE 13G

CUSIP No. 536797103

1

Names of Reporting Persons

David Abrams

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 2,490,534.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 2,490,534.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

2,490,534.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

10.3 %

12

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Lithia Motors, Inc.
(b)	Address of issuer's principal executive offices: 150 N. Bartlett Street, Medford, OR 97501
Item 2.
(a)	Name of person filing: Abrams Capital Partners II, L.P. Abrams Capital, LLC Abrams Capital Management, LLC Abrams Capital Management, L.P. David Abrams
(b)	Address or principal business office or, if none, residence: Abrams Capital Partners II, L.P. Abrams Capital, LLC Abrams Capital Management, LLC Abrams Capital Management, L.P. David Abrams c/o Abrams Capital Management, L.P. 222 Berkeley Street, 21st Floor Boston, MA 02116
(c)	Citizenship: Abrams Capital Partners II, L.P. - Delaware, Abrams Capital, LLC - Delaware, Abrams Capital Management, LLC - Delaware, Abrams Capital Management, L.P. - Delaware, David Abrams - United States
(d)	Title of class of securities: Common stock without par value
(e)	CUSIP No.: 536797103
Item 4.	Ownership
(a)	Amount beneficially owned: Abrams Capital Partners II, L.P. - 1,941,198 shares Abrams Capital, LLC - 2,347,051 shares Abrams Capital Management, LLC - 2,490,534 shares Abrams Capital Management, L.P. - 2,490,534 shares David Abrams - 2,490,534 shares
(b)	Percent of class: Abrams Capital Partners II, L.P. - 8.0% Abrams Capital, LLC - 9.7% Abrams Capital Management, LLC - 10.3% Abrams Capital Management, L.P. - 10.3% David Abrams - 10.3%
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: Abrams Capital Partners II, L.P.- 0 shares Abrams Capital, LLC-0 shares Abrams Capital Management, LLC - 0 shares Abrams Capital Management, L.P. - 0 shares David Abrams - 0 shares
	(ii) Shared power to vote or to direct the vote: Abrams Capital Partners II, L.P. - 1,941,198 shares Abrams Capital, LLC - 2,347,051 shares Abrams Capital Management, LLC - 2,490,534 shares Abrams Capital Management, L.P. - 2,490,534 shares David Abrams - 2,490,534 shares
	(iii) Sole power to dispose or to direct the disposition of: Abrams Capital Partners II, L.P.- 0 shares Abrams Capital, LLC-0 shares Abrams Capital Management, LLC -0 shares Abrams Capital Management, L.P. - 0 shares David Abrams - 0 shares
	(iv) Shared power to dispose or to direct the disposition of: Abrams Capital Partners II, L.P. - 1,941,198 shares Abrams Capital, LLC - 2,347,051 shares Abrams Capital Management, LLC - 2,490,534 shares Abrams Capital Management, L.P. - 2,490,534 shares David Abrams - 2,490,534 shares
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Abrams Capital Partners II, L.P.

Signature:	/s/ David Abrams
Name/Title:	Managing Member
Date:	11/04/2025

Abrams Capital, LLC

Signature:	/s/ David Abrams
Name/Title:	Managing Member
Date:	11/04/2025

Abrams Capital Management, LLC

Signature:	/s/ David Abrams
Name/Title:	Managing Member
Date:	11/04/2025

Abrams Capital Management, L.P.

Signature:	/s/ David Abrams
Name/Title:	Managing Member
Date:	11/04/2025

David Abrams

Signature:	/s/ David Abrams
Name/Title:	Individually
Date:	11/04/2025

FAQ

What stake in Lithia Motors (LAD) did Abrams Capital report?

They reported beneficial ownership of 2,490,534 shares, equal to 10.3% of LAD common stock.

Is the Abrams Capital filing on Lithia Motors passive or active?

It is a Schedule 13G/A with a certification that holdings were not acquired to change or influence control.

What voting power did Abrams Capital report for LAD shares?

They reported shared voting and dispositive power over the shares and no sole power.

What is the event date tied to the Abrams Capital 13G/A on LAD?

The date of the event requiring the filing is 09/30/2025.

How much did each Abrams affiliate report owning in LAD?

Abrams Capital Partners II, L.P.: 1,941,198 shares (8.0%). Abrams Capital, LLC: 2,347,051 shares (9.7%).

Did David Abrams report a personal beneficial stake in LAD?

Yes. David Abrams reported 2,490,534 shares (10.3%) with shared voting and dispositive power.