LKQ Insider Report: 2,082.4 Shares Withheld to Cover RSU Taxes

Rhea-AI Filing Summary

Rick Galloway, SVP and CFO of LKQ Corporation, reported a disposition of 2,082.4 shares of LKQ common stock on 09/02/2025 at an average price of $32.24 per share. The filing states these shares were withheld by the issuer to satisfy tax withholding obligations upon vesting of restricted stock units. After the transaction, Mr. Galloway beneficially owned 74,599.992 shares. The Form 4 was signed by an attorney-in-fact on 09/03/2025.

Positive

• Transparent disclosure of the tax-withholding disposition for vested restricted stock units
• Continued beneficial ownership of 74,599.992 shares after the withholding

Negative

• Disposition of 2,082.4 shares (withheld to satisfy taxes) reduced the reported shareholding
• No additional context provided about timing of vesting or remaining unvested awards

Insights

Financial Analyst

TL;DR: Routine tax-withholding disposition of vested RSUs; limited market impact given the modest size relative to institutional volumes.

This Form 4 documents a tax-withholding sale of 2,082.4 shares at $32.24 each, executed to cover withholding on vested restricted stock units. Such transactions are common for executive compensation settlements and typically do not reflect deliberate cashing out of a stake. The remaining beneficial ownership of 74,599.992 shares indicates continued equity alignment with shareholders. No new grants, option exercises, or additional dispositions are disclosed.

Corporate Governance Expert

TL;DR: Proper and timely insider reporting of RSU withholding; disclosure meets Section 16 requirements with attorney-in-fact signature.

The filing specifies the nature of the disposition as shares withheld to satisfy tax obligations on vested RSUs, which is an accepted form of compensation settlement. The report is filed by one reporting person and signed by an attorney-in-fact, showing procedural compliance. There are no indications of atypical trading codes or plan-based sales beyond the stated withholding.

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

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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^*

Galloway Rick

(Last) (First) (Middle)

C/O LKQ CORPORATION

5846 CROSSINGS BLVD.

(Street)

ANTIOCH TN 37013

(City) (State) (Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
09/02/2025

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
Common Stock	09/02/2025		F(1)		2,082.4	D	$32.24	74,599.992	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. This transaction represents shares withheld by the issuer to pay the tax withholding amount required upon the vesting of restricted stock units.

Remarks:

	/s/ Matthew J. McKay, Attorney-in-fact	09/03/2025
	** 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 transaction did LKQ insider Rick Galloway report on Form 4?

The filing reports a disposition of 2,082.4 shares on 09/02/2025 at an average price of $32.24, withheld to satisfy tax withholding on vested RSUs.

How many LKQ (LKQ) shares does Rick Galloway beneficially own after this transaction?

Following the reported transaction, Mr. Galloway beneficially owned 74,599.992 shares.

Why were the shares sold according to the Form 4?

The filing explains the shares were withheld by the issuer to pay the tax withholding amount required upon the vesting of restricted stock units.

Who signed the Form 4 for Rick Galloway and when?

The Form 4 was signed by Matthew J. McKay, Attorney-in-fact on 09/03/2025.

Was this Form 4 filed individually or jointly?

The form indicates it was filed by one reporting person.