LKQ Insider Filing: Hanley Withholds 2,063.49 Shares to Cover Taxes

Rhea-AI Filing Summary

Hanley Walter P, SVP - Business Development at LKQ Corporation (LKQ), reported a tax-withholding disposition of restricted stock on 09/02/2025. The filing shows 2,063.49 shares were disposed (Code F(1)) at a price of $32.24 per share to cover tax withholding upon RSU vesting. After the transaction the reporting person held 106,410.854 shares directly. The filing also discloses indirect beneficial ownership of 113,851 shares via the reporting person’s trust and 113,850 shares via the reporting person’s wife’s trust. The Form 4 was signed by an attorney-in-fact on 09/03/2025.

Positive

• Clear disclosure of RSU tax-withholding (2,063.49 shares withheld at $32.24) showing compliance with reporting rules
• Substantial retained ownership after the transaction (106,410.854 shares directly and material indirect holdings via trusts)

Negative

• None.

Insights

Securities Analyst

TL;DR: Routine insider tax-withholding on vested RSUs; immaterial to company fundamentals.

The Form 4 records a typical administrative disposition where the issuer withheld 2,063.49 shares to satisfy tax obligations arising from restricted stock unit vesting. The transaction is coded F(1), consistent with shares withheld rather than a market sale, and the per-share value reported is $32.24. Holdings after the transaction show substantial direct and indirect ownership, indicating continued alignment with shareholder interests. This disclosure is routine and does not signal a change in corporate guidance, operations, or control.

Corporate Governance Expert

TL;DR: Disclosure complies with Section 16 reporting; no governance red flags.

The filing names the reporting person and relationship to the issuer (SVP - Business Development) and documents the tax-withholding method for RSU vesting. The presence of indirect holdings via trusts is clearly stated. The Form 4 is signed by an attorney-in-fact, which is permissible under the rules. There are no indications of unusual timing, large opportunistic sales, or transfers that would raise governance concerns.

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^*

Hanley Walter P

(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 - Business Development

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)		2,063.49	D	$32.24	106,410.854	D
Common Stock								113,851	I	By reporting person's trust
Common Stock								113,850	I	By wife's trust

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 Hanley Walter P report on the Form 4 for LKQ?

The Form 4 reports a tax-withholding disposition of 2,063.49 shares on 09/02/2025 at $32.24 per share related to RSU vesting.

What does transaction code F(1) mean on this Form 4?

Code F(1) indicates shares were withheld by the issuer to satisfy tax withholding upon the vesting of restricted stock units.

How many shares does the reporting person own after the transaction?

After the reported transaction the filing shows 106,410.854 shares held directly and indirect beneficial ownership of 113,851 and 113,850 shares via two trusts.

What is the reporting person’s role at LKQ?

The filing lists the reporting person as an Officer with the title SVP - Business Development.

Who signed the Form 4 and when?

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