LITHIA MOTORS INC 8-K

What Happened Lithia Motors Inc. (LAD) filed an 8-K on Feb 20, 2026 reporting that its Board of Directors approved and adopted an amendment to the company’s Amended and Restated Bylaws on Feb 19, 2026. The amendment removes the previous upper limit on the size of the Board and provides that the exact number of directors will be set from time to time by Board resolution. The Board has set the size at 10 directors effective for the Company’s 2026 Annual Meeting of Shareholders. The updated bylaws are filed as Exhibit 3.1 to the 8-K.

Key Details

• Amendment approved by the Board on February 19, 2026 and reported on the 8-K filed Feb 20, 2026.
• Removes the upper limit on Board size; number of directors now fixed by Board resolution rather than by a maximum in the bylaws.
• Board has set the size at 10 directors for the 2026 Annual Meeting of Shareholders.
• Full text of the revised bylaws is included as Exhibit 3.1 to the filing.

Why It Matters This change gives Lithia’s Board more flexibility to change the number of directors without a formal bylaw amendment or shareholder vote, which can speed governance adjustments (such as adding or replacing directors). For investors, the amendment is a governance update—material for understanding how the company may manage board composition going forward—but it does not by itself change executive management, financial results, or signal any specific future board additions.