LKQ Form 4: 951.122 Shares Withheld at $32.24 for RSU Taxes

Michael S. Clark, SVP - Policy & Administration at LKQ Corporation, reported a routine withholding transaction on 09/02/2025 related to vested restricted stock units.

Rhea-AI Filing Summary

Michael S. Clark, SVP - Policy & Administration at LKQ Corporation, reported a routine withholding transaction on 09/02/2025 related to vested restricted stock units. The issuer withheld 951.122 shares at a price of $32.24 to satisfy tax withholding obligations upon RSU vesting. Following the withholding, the filing shows 104,172.688 shares beneficially owned, reported as direct ownership. The Form 4 was filed by one reporting person and signed by an attorney-in-fact on 09/03/2025. The filing contains no sale or open-market purchase; it documents a tax-withholding disposition only.

Positive

• Compliance with Section 16 reporting: Form 4 filed and signed, indicating timely disclosure.
• Transaction is administrative: Shares withheld for tax on RSU vesting rather than an insider cash sale.

Negative

• Reduction in direct holdings: 951.122 shares were disposed of via withholding, lowering beneficial ownership.

Insights

Securities/Fundamental Analyst

TL;DR: Routine RSU tax-withholding reduced the executive's share count by 951.122 shares; no open-market sale or material change.

This Form 4 discloses a non-derivative disposition labeled F(1), consistent with shares withheld to satisfy tax withholding on vested restricted stock units. The transaction occurred at $32.24 per share and leaves the reporting person with 104,172.688 shares beneficially owned. For investors, this is an administrative equity reduction tied to compensation mechanics rather than a deliberate liquidity event or insider sale, so it carries limited informational content about insider sentiment.

Corporate Governance Expert

TL;DR: Filing shows compliance with Section 16 reporting for RSU vesting; no governance red flags.

The report identifies Michael S. Clark as an officer and director and discloses that shares were withheld to cover tax obligations upon RSU vesting. The form is properly executed by an attorney-in-fact and filed individually. There are no indications of irregularity, related-party transactions beyond standard compensation withholding, or changes in control. This is a routine disclosure under Rule 16 requirements.

Insider Trade Summary

Exercise Price or Tax Liability: 951.122 shares

Exercise Price or Tax Liability 1 txn

Insider Clark Michael S.

Role SVP - Policy & Administration

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Common Stock	951.122	$32.24	$31K

Holdings After Transaction: Common Stock — 104,172.688 shares (Direct)

Footnotes (1)

1. F1. This transaction represents shares withheld by the issuer to pay the tax withholding amount required upon the vesting of restricted stock units.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did LKQ insider Michael S. Clark report on Form 4 (LKQ)?

The filing reports 951.122 shares withheld at $32.24 on 09/02/2025 to satisfy tax withholding from vested restricted stock units.

Did Michael S. Clark sell shares in the open market (LKQ)?

No. The Form 4 records shares withheld for tax purposes related to RSU vesting, not an open-market sale.

How many shares does Michael S. Clark beneficially own after the transaction (LKQ)?

The filing shows 104,172.688 shares beneficially owned following the reported transaction.

What is the reporting person's role at LKQ in this Form 4?

Michael S. Clark is reported as an Officer (SVP - Policy & Administration) and a Director of LKQ Corporation.

When was the Form 4 signed and by whom?

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

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 09/03/2025 - 08:05 PM Learn about SEC filing dates

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^*

Clark Michael S.

(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 - Policy & Administration

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)		951.122	D	$32.24	104,172.688	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.