UNITED STATES ~~SECURITIES AND EXCHANGE COMMISSION~~

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT ~~PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934~~

~~February~~Pursuant to Section 13, ~~2026~~OR 15(d) of The Securities Exchange Act of 1934

February 19, 2026

Date of Report (date of earliest event reported)

~~Lithia~~LITHIA ~~Motors~~MOTORS, ~~Inc~~INC.

(Exact name of registrant as specified in its charter)


Oregon	001-14733		93-0572810
(State or other jurisdiction of incorporation or organization)	(Commission File Number)		(I.R.S. Employer Identification No.)

150 N. Bartlett Street	Medford	Oregon	97501
(Address of principal executive offices)			(Zip Code)

(541) 776-6401

Registrant's telephone number, including area code

Not Applicable

(Former Name or Former Address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common stock without par value

LAD

The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.0203 ~~Departure~~Amendments ofto ~~Directors~~Articles ~~or Certain Officers; Election~~ of ~~Directors;~~Incorporation ~~Appointment~~or ~~of Certain Officers~~Bylaws; ~~Compensatory~~Change ~~Arrangements~~in ofFiscal ~~Certain Officers~~Year.

~~Lithia~~On ~~Motors~~February 19, ~~Inc.~~2026, (the "Board of Directors the Company") isapproved ~~implementing~~and aadopted ~~focused~~an ~~shift~~amendment to ~~align~~the ~~its~~Company’s ~~information~~Amended ~~technology~~ and ~~technology~~Restated ~~teams~~Bylaws ~~more~~(as ~~closely~~amended ~~with~~and restated, the ~~businesses~~“Bylaws”), ~~customers,~~effective ~~and~~as ~~products~~of ~~they~~such ~~support~~date. As ~~part~~The ofamendment ~~this~~removes ~~alignment,~~the ~~George~~upper ~~Hines~~limit ~~will~~on ~~transition~~the ~~from~~size ~~his~~of ~~role~~the asBoard ~~the~~and ~~Company’s~~provides ~~Senior~~that ~~Vice~~the ~~President,~~exact ~~Chief~~number ~~Innovation~~of ~~and~~directors ~~Technology~~shall ~~Officer,~~be ~~effective~~fixed asfrom oftime ~~March~~to 1,time ~~2026~~by ~~(the~~resolution ~~“Transition~~of ~~Date”)~~the Board. ~~Going~~The ~~forward,~~Board set the ~~core~~size ~~technology~~of ~~functions~~the ~~will~~Board ~~now~~at ~~report~~10 ~~under~~directors ~~Tina~~effective ~~Miller~~at, ~~Chief~~and ~~Financial~~for ~~Officer,~~the ~~and~~purposes ~~Dianna~~of duthe ~~Preez~~election of directors at, ~~Chief~~the ~~Customer~~Company’s ~~Officer~~2026 Annual Meeting of Shareholders.

ToThe ~~support~~full antext ~~orderly~~of ~~transition, Mr. Hines will remain with~~ the ~~Company~~Bylaws inis afiled ~~non-executive~~as ~~role.~~Exhibit Mr3.1 ~~Hines~~hereto ~~will continue his work on the Pinewood.AI public board of directors, fulfilling his passion to create technology that can improve our industry~~ and ~~our~~incorporated ~~customer~~herein ~~experiences.~~by ~~The Company thanks Mr~~reference. ~~Hines for his leadership and contributions during his tenure.~~

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.			Description
3.1			Bylaws as of February 19, 2026.
104			Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: February 13, 2026	LITHIA MOTORS, INC.
Dated:	February 20, 2026		LITHIA MOTORS, INC.
	Registrant
		By:	/s/ Tina Miller
	By:	/s/ Tina Miller
			Tina Miller
		Tina Miller
			Senior Vice President and Chief Financial Officer
		Chief Financial Officer, Senior Vice President, and Principal Accounting Officer

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