LKQ (LKQ) director receives deferred restricted stock unit awards

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

CLARKE ANDREW C reported acquisition or exercise transactions in this Form 4 filing.

LKQ CORP director Andrew C. Clarke reported receiving equity-based compensation rather than making open-market trades. On May 6, 2026, he was awarded 5,705 deferred restricted stock units tied to his decision to defer his cash fees for year 2026.

He also received an additional 2,744 deferred restricted stock units, with the share count based on the $28.925 average of the high and low trading prices of LKQ common stock on the grant date. These awards reflect compensation and fee deferral, not stock purchases or sales.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider CLARKE ANDREW C

Role null

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	2,744	$28.925	$79K
Grant/Award	Common Stock	5,705	$0.00	--

Holdings After Transaction: Common Stock — 29,345 shares (Direct, null)

Footnotes (1)

Mr. Clarke elected to defer his cash fees for year 2026 and to have such deferred cash fees credited as deferred restricted stock units; and this transaction represents an award of deferred restricted stock units relating to such election. The reported price represents the average of the high and low trading price of the Company's common stock on the date the award was granted, which was used to determine the number of related deferred stock units. The transaction represents an award of deferred restricted stock units.

Key Figures

Deferred RSU award from 2026 fee deferral: 5,705 units Additional deferred RSU award: 2,744 units Grant-date pricing reference: $28.925 per share

3 metrics

Deferred RSU award from 2026 fee deferral 5,705 units Deferred restricted stock units tied to deferral of 2026 cash fees

Additional deferred RSU award 2,744 units Award of deferred restricted stock units granted on May 6, 2026

Grant-date pricing reference $28.925 per share Average of high and low LKQ common stock prices used to determine 2,744 units

Key Terms

deferred restricted stock units, deferred cash fees, average of the high and low trading price

3 terms

deferred restricted stock units financial

"this transaction represents an award of deferred restricted stock units relating to such election"

Deferred restricted stock units are promises by a company to give employees or executives company shares at a future date, subject to conditions like continued employment or performance targets; the delivery and tax event are intentionally delayed. They matter to investors because they affect when new shares may be issued and how executives are motivated—like a paycheck held in escrow that vests over time, influencing potential share dilution and management behavior.

deferred cash fees financial

"elected to defer his cash fees for year 2026 and to have such deferred cash fees credited"

average of the high and low trading price financial

"The reported price represents the average of the high and low trading price of the Company's common stock"

Form 4 Insider Transactions: What Each Field Means →

05/08/2026 - 04:15 PM

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^*

CLARKE ANDREW C

(Last)

(First)

(Middle)

C/O LKQ CORPORATION

5846 CROSSINGS BLVD.

(Street)

ANTIOCH

TENNESSEE

37013

(City)

(State)

(Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
LKQ CORP [ LKQ ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/06/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/06/2026		A⁽¹⁾		2,744	A	$28.925⁽²⁾	29,345	D
Common Stock	05/06/2026		A⁽³⁾		5,705	A	$0	35,050	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Mr. Clarke elected to defer his cash fees for year 2026 and to have such deferred cash fees credited as deferred restricted stock units; and this transaction represents an award of deferred restricted stock units relating to such election.

2. The reported price represents the average of the high and low trading price of the Company's common stock on the date the award was granted, which was used to determine the number of related deferred stock units.

3. The transaction represents an award of deferred restricted stock units.

Remarks:

	/s/ Matthew J. McKay, Attorney-in-fact	05/08/2026
	** 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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What did LKQ (LKQ) director Andrew C. Clarke report in this Form 4?

Andrew C. Clarke reported receiving equity-based compensation awards, not open-market trades. He was granted deferred restricted stock units in LKQ CORP common stock on May 6, 2026, reflecting compensation and fee-deferral arrangements rather than buying or selling shares for cash.

How many LKQ (LKQ) deferred restricted stock units did Andrew C. Clarke receive?

Andrew C. Clarke received two awards of deferred restricted stock units. One award covered 5,705 units linked to his 2026 cash fee deferral, and another covered 2,744 units determined using LKQ’s average high-low trading price on the grant date, totaling 8,449 units reported.

Was Andrew C. Clarke buying or selling LKQ (LKQ) shares in the market?

No, the Form 4 does not show open-market buying or selling. It reports equity awards coded as “A” for grants or other acquisitions, including deferred restricted stock units issued as compensation and in connection with his election to defer 2026 cash director fees.

How was the 2,744-unit LKQ (LKQ) award to Andrew C. Clarke calculated?

The 2,744 deferred restricted stock units were based on the average of LKQ’s high and low trading prices on the grant date. That average price was $28.925 per share, and it was used solely to determine the number of deferred stock units credited to Clarke’s account.

What does Andrew C. Clarke’s deferral of 2026 cash fees mean for LKQ (LKQ) shareholders?

Clarke elected to defer his 2026 cash director fees and receive deferred restricted stock units instead. This shifts his compensation from cash to stock-based units, aligning more of his pay with LKQ’s share performance without creating immediate cash inflows or outflows from open-market trades.