000114498012/312025Q3falsexbrli:sharesiso4217:USDiso4217:USDxbrli:sharesabg:franchiseabg:dealershipabg:vehicleBrandabg:collisionCenterabg:statexbrli:pureabg:segmentabg:businessabg:propertyabg:numberOfPaymentsabg:swapAgreement00011449802025-01-012025-09-3000011449802025-10-2800011449802025-09-3000011449802024-12-310001144980abg:NewVehicleMember2025-07-012025-09-300001144980abg:NewVehicleMember2024-07-012024-09-300001144980abg:NewVehicleMember2025-01-012025-09-300001144980abg:NewVehicleMember2024-01-012024-09-300001144980abg:UsedVehicleMember2025-07-012025-09-300001144980abg:UsedVehicleMember2024-07-012024-09-300001144980abg:UsedVehicleMember2025-01-012025-09-300001144980abg:UsedVehicleMember2024-01-012024-09-300001144980abg:PartsAndServiceMember2025-07-012025-09-300001144980abg:PartsAndServiceMember2024-07-012024-09-300001144980abg:PartsAndServiceMember2025-01-012025-09-300001144980abg:PartsAndServiceMember2024-01-012024-09-300001144980abg:FinanceAndInsuranceNetMember2025-07-012025-09-300001144980abg:FinanceAndInsuranceNetMember2024-07-012024-09-300001144980abg:FinanceAndInsuranceNetMember2025-01-012025-09-300001144980abg:FinanceAndInsuranceNetMember2024-01-012024-09-3000011449802025-07-012025-09-3000011449802024-07-012024-09-3000011449802024-01-012024-09-300001144980us-gaap:RestrictedStockMember2025-07-012025-09-300001144980us-gaap:RestrictedStockMember2024-07-012024-09-300001144980us-gaap:RestrictedStockMember2025-01-012025-09-300001144980us-gaap:RestrictedStockMember2024-01-012024-09-300001144980us-gaap:PerformanceSharesMember2025-07-012025-09-300001144980us-gaap:PerformanceSharesMember2024-07-012024-09-300001144980us-gaap:PerformanceSharesMember2025-01-012025-09-300001144980us-gaap:PerformanceSharesMember2024-01-012024-09-300001144980us-gaap:CommonStockMember2024-12-310001144980us-gaap:AdditionalPaidInCapitalMember2024-12-310001144980us-gaap:RetainedEarningsMember2024-12-310001144980us-gaap:TreasuryStockCommonMember2024-12-310001144980us-gaap:AccumulatedOtherComprehensiveIncomeMember2024-12-310001144980us-gaap:RetainedEarningsMember2025-01-012025-03-3100011449802025-01-012025-03-310001144980us-gaap:AccumulatedOtherComprehensiveIncomeMember2025-01-012025-03-310001144980us-gaap:AdditionalPaidInCapitalMember2025-01-012025-03-310001144980us-gaap:CommonStockMember2025-01-012025-03-310001144980us-gaap:TreasuryStockCommonMember2025-01-012025-03-310001144980us-gaap:CommonStockMember2025-03-310001144980us-gaap:AdditionalPaidInCapitalMember2025-03-310001144980us-gaap:RetainedEarningsMember2025-03-310001144980us-gaap:TreasuryStockCommonMember2025-03-310001144980us-gaap:AccumulatedOtherComprehensiveIncomeMember2025-03-3100011449802025-03-310001144980us-gaap:RetainedEarningsMember2025-04-012025-06-3000011449802025-04-012025-06-300001144980us-gaap:AccumulatedOtherComprehensiveIncomeMember2025-04-012025-06-300001144980us-gaap:AdditionalPaidInCapitalMember2025-04-012025-06-300001144980us-gaap:CommonStockMember2025-04-012025-06-300001144980us-gaap:TreasuryStockCommonMember2025-04-012025-06-300001144980us-gaap:CommonStockMember2025-06-300001144980us-gaap:AdditionalPaidInCapitalMember2025-06-300001144980us-gaap:RetainedEarningsMember2025-06-300001144980us-gaap:TreasuryStockCommonMember2025-06-300001144980us-gaap:AccumulatedOtherComprehensiveIncomeMember2025-06-3000011449802025-06-300001144980us-gaap:RetainedEarningsMember2025-07-012025-09-300001144980us-gaap:AccumulatedOtherComprehensiveIncomeMember2025-07-012025-09-300001144980us-gaap:AdditionalPaidInCapitalMember2025-07-012025-09-300001144980us-gaap:CommonStockMember2025-07-012025-09-300001144980us-gaap:TreasuryStockCommonMember2025-07-012025-09-300001144980us-gaap:CommonStockMember2025-09-300001144980us-gaap:AdditionalPaidInCapitalMember2025-09-300001144980us-gaap:RetainedEarningsMember2025-09-300001144980us-gaap:TreasuryStockCommonMember2025-09-300001144980us-gaap:AccumulatedOtherComprehensiveIncomeMember2025-09-300001144980us-gaap:CommonStockMember2023-12-310001144980us-gaap:AdditionalPaidInCapitalMember2023-12-310001144980us-gaap:RetainedEarningsMember2023-12-310001144980us-gaap:TreasuryStockCommonMember2023-12-310001144980us-gaap:AccumulatedOtherComprehensiveIncomeMember2023-12-3100011449802023-12-310001144980us-gaap:RetainedEarningsMember2024-01-012024-03-3100011449802024-01-012024-03-310001144980us-gaap:AccumulatedOtherComprehensiveIncomeMember2024-01-012024-03-310001144980us-gaap:AdditionalPaidInCapitalMember2024-01-012024-03-310001144980us-gaap:CommonStockMember2024-01-012024-03-310001144980us-gaap:TreasuryStockCommonMember2024-01-012024-03-310001144980us-gaap:CommonStockMember2024-03-310001144980us-gaap:AdditionalPaidInCapitalMember2024-03-310001144980us-gaap:RetainedEarningsMember2024-03-310001144980us-gaap:TreasuryStockCommonMember2024-03-310001144980us-gaap:AccumulatedOtherComprehensiveIncomeMember2024-03-3100011449802024-03-310001144980us-gaap:RetainedEarningsMember2024-04-012024-06-3000011449802024-04-012024-06-300001144980us-gaap:AccumulatedOtherComprehensiveIncomeMember2024-04-012024-06-300001144980us-gaap:AdditionalPaidInCapitalMember2024-04-012024-06-300001144980us-gaap:CommonStockMember2024-04-012024-06-300001144980us-gaap:TreasuryStockCommonMember2024-04-012024-06-300001144980us-gaap:CommonStockMember2024-06-300001144980us-gaap:AdditionalPaidInCapitalMember2024-06-300001144980us-gaap:RetainedEarningsMember2024-06-300001144980us-gaap:TreasuryStockCommonMember2024-06-300001144980us-gaap:AccumulatedOtherComprehensiveIncomeMember2024-06-3000011449802024-06-300001144980us-gaap:RetainedEarningsMember2024-07-012024-09-300001144980us-gaap:AccumulatedOtherComprehensiveIncomeMember2024-07-012024-09-300001144980us-gaap:AdditionalPaidInCapitalMember2024-07-012024-09-300001144980us-gaap:CommonStockMember2024-07-012024-09-300001144980us-gaap:TreasuryStockCommonMember2024-07-012024-09-300001144980us-gaap:CommonStockMember2024-01-012024-09-300001144980us-gaap:AdditionalPaidInCapitalMember2024-01-012024-09-300001144980us-gaap:RetainedEarningsMember2024-01-012024-09-300001144980us-gaap:TreasuryStockCommonMember2024-01-012024-09-300001144980us-gaap:CommonStockMember2024-09-300001144980us-gaap:AdditionalPaidInCapitalMember2024-09-300001144980us-gaap:RetainedEarningsMember2024-09-300001144980us-gaap:TreasuryStockCommonMember2024-09-300001144980us-gaap:AccumulatedOtherComprehensiveIncomeMember2024-09-3000011449802024-09-300001144980abg:LuxuryBrandsMember2025-01-012025-09-300001144980abg:MidlineImportBrandsMember2025-01-012025-09-300001144980abg:DomesticBrandsMember2025-01-012025-09-3000011449802024-05-140001144980us-gaap:RestrictedStockUnitsRSUMember2025-07-012025-09-300001144980us-gaap:RestrictedStockUnitsRSUMember2025-01-012025-09-300001144980us-gaap:RestrictedStockUnitsRSUMember2024-07-012024-09-300001144980us-gaap:RestrictedStockUnitsRSUMember2024-01-012024-09-300001144980abg:UsedvehicleretailMember2025-07-012025-09-300001144980abg:UsedvehicleretailMember2024-07-012024-09-300001144980abg:UsedvehiclewholesaleMember2025-07-012025-09-300001144980abg:UsedvehiclewholesaleMember2024-07-012024-09-300001144980abg:NewAndUsedVehicleMember2025-07-012025-09-300001144980abg:NewAndUsedVehicleMember2024-07-012024-09-300001144980abg:SaleOfPartsAndServicesMember2025-07-012025-09-300001144980abg:SaleOfPartsAndServicesMember2024-07-012024-09-300001144980abg:VehicleRepairAndMaintenanceServicesMember2025-07-012025-09-300001144980abg:VehicleRepairAndMaintenanceServicesMember2024-07-012024-09-300001144980abg:PartsAndServicesMember2025-07-012025-09-300001144980abg:PartsAndServicesMember2024-07-012024-09-300001144980abg:UsedvehicleretailMember2025-01-012025-09-300001144980abg:UsedvehicleretailMember2024-01-012024-09-300001144980abg:UsedvehiclewholesaleMember2025-01-012025-09-300001144980abg:UsedvehiclewholesaleMember2024-01-012024-09-300001144980abg:NewAndUsedVehicleMember2025-01-012025-09-300001144980abg:NewAndUsedVehicleMember2024-01-012024-09-300001144980abg:SaleOfPartsAndServicesMember2025-01-012025-09-300001144980abg:SaleOfPartsAndServicesMember2024-01-012024-09-300001144980abg:VehicleRepairAndMaintenanceServicesMember2025-01-012025-09-300001144980abg:VehicleRepairAndMaintenanceServicesMember2024-01-012024-09-300001144980abg:PartsAndServicesMember2025-01-012025-09-300001144980abg:PartsAndServicesMember2024-01-012024-09-300001144980abg:VehicleRepairAndMaintenanceServicesMember2024-12-310001144980abg:FinanceAndInsuranceNetMember2024-12-310001144980abg:DeferredSalesCommissionsMember2024-12-310001144980abg:VehicleRepairAndMaintenanceServicesMember2025-01-012025-03-310001144980abg:FinanceAndInsuranceNetMember2025-01-012025-03-310001144980abg:DeferredSalesCommissionsMember2025-01-012025-03-310001144980abg:VehicleRepairAndMaintenanceServicesMember2025-03-310001144980abg:FinanceAndInsuranceNetMember2025-03-310001144980abg:DeferredSalesCommissionsMember2025-03-310001144980abg:VehicleRepairAndMaintenanceServicesMember2025-04-012025-06-300001144980abg:FinanceAndInsuranceNetMember2025-04-012025-06-300001144980abg:DeferredSalesCommissionsMember2025-04-012025-06-300001144980abg:VehicleRepairAndMaintenanceServicesMember2025-06-300001144980abg:FinanceAndInsuranceNetMember2025-06-300001144980abg:DeferredSalesCommissionsMember2025-06-300001144980abg:DeferredSalesCommissionsMember2025-07-012025-09-300001144980abg:VehicleRepairAndMaintenanceServicesMember2025-09-300001144980abg:FinanceAndInsuranceNetMember2025-09-300001144980abg:DeferredSalesCommissionsMember2025-09-300001144980abg:FinanceAndInsuranceNetMember2024-12-310001144980abg:HerbChambersDealershipsMember2025-07-212025-07-210001144980abg:HerbChambersDealershipsMember2025-07-210001144980abg:HerbChambersDealershipsMemberabg:NewVehicleFloorPlanFacilityMemberus-gaap:LineOfCreditMember2025-07-212025-07-210001144980abg:HerbChambersDealershipsMemberabg:UsedVehicleFloorPlanFacilityMemberus-gaap:LineOfCreditMember2025-07-212025-07-210001144980abg:HerbChambersDealershipsMemberus-gaap:RevolvingCreditFacilityMemberus-gaap:LineOfCreditMember2025-07-212025-07-210001144980abg:HerbChambersDealershipsMemberabg:RealEstateFacilityMemberus-gaap:LineOfCreditMember2025-07-212025-07-210001144980abg:HerbChambersDealershipsMember2025-07-012025-09-300001144980abg:HerbChambersDealershipsMember2024-07-012024-09-300001144980abg:HerbChambersDealershipsMember2025-01-012025-09-300001144980abg:HerbChambersDealershipsMember2024-01-012024-09-300001144980us-gaap:DisposalGroupDisposedOfBySaleNotDiscontinuedOperationsMemberabg:LexusFranchiseMember2025-07-012025-07-300001144980us-gaap:DisposalGroupDisposedOfBySaleNotDiscontinuedOperationsMemberabg:GeneralMotorsMember2025-07-012025-07-300001144980us-gaap:DisposalGroupDisposedOfBySaleNotDiscontinuedOperationsMemberabg:ToyotaFranchiseMember2025-01-012025-09-300001144980us-gaap:DisposalGroupDisposedOfBySaleNotDiscontinuedOperationsMemberabg:NissanFranchiseMember2025-01-012025-09-300001144980stpr:COus-gaap:DisposalGroupDisposedOfBySaleNotDiscontinuedOperationsMemberabg:ChryslerJeepDodgeRamFranchiseMember2025-01-012025-09-300001144980us-gaap:DisposalGroupDisposedOfBySaleNotDiscontinuedOperationsMemberabg:VolvoFranchiseMember2025-01-012025-09-300001144980us-gaap:DisposalGroupDisposedOfBySaleNotDiscontinuedOperationsMemberabg:FranchisesSoldInSaltLakeCityUtahMember2025-01-012025-09-300001144980us-gaap:DisposalGroupDisposedOfBySaleNotDiscontinuedOperationsMemberabg:LexusFranchiseMember2025-01-012025-09-300001144980us-gaap:DisposalGroupDisposedOfBySaleNotDiscontinuedOperationsMemberabg:ChevroletFranchiseMember2025-01-012025-09-300001144980stpr:UTus-gaap:DisposalGroupDisposedOfBySaleNotDiscontinuedOperationsMemberabg:ChryslerJeepDodgeRamFranchiseMember2025-01-012025-09-300001144980us-gaap:DisposalGroupDisposedOfBySaleNotDiscontinuedOperationsMemberabg:FordFranchiseMember2025-01-012025-09-300001144980us-gaap:DisposalGroupDisposedOfBySaleNotDiscontinuedOperationsMemberabg:FranchisesDealershipsSoldMember2025-01-012025-09-300001144980us-gaap:DisposalGroupDisposedOfBySaleNotDiscontinuedOperationsMemberabg:LexusFranchiseMember2024-01-012024-09-300001144980stpr:COus-gaap:DisposalGroupDisposedOfBySaleNotDiscontinuedOperationsMemberabg:NissanFranchiseMember2024-01-012024-09-300001144980stpr:GAus-gaap:DisposalGroupDisposedOfBySaleNotDiscontinuedOperationsMemberabg:NissanFranchiseMember2024-01-012024-09-300001144980us-gaap:DisposalGroupDisposedOfBySaleNotDiscontinuedOperationsMemberabg:FranchisesDealershipsSoldMember2024-01-012024-09-300001144980abg:VehicleReceivablesMember2025-09-300001144980abg:VehicleReceivablesMember2024-12-310001144980abg:ManufacturerReceivablesMember2025-09-300001144980abg:ManufacturerReceivablesMember2024-12-310001144980abg:OtherTradeAccountsReceivableMember2025-09-300001144980abg:OtherTradeAccountsReceivableMember2024-12-310001144980abg:NewVehiclesMember2025-09-300001144980abg:NewVehiclesMember2024-12-310001144980abg:UsedVehiclesMember2025-09-300001144980abg:UsedVehiclesMember2024-12-310001144980abg:PartsAndAccessoriesMember2025-09-300001144980abg:PartsAndAccessoriesMember2024-12-310001144980us-gaap:DisposalGroupHeldforsaleNotDiscontinuedOperationsMember2025-09-300001144980us-gaap:DisposalGroupHeldforsaleNotDiscontinuedOperationsMember2024-12-310001144980abg:NewVehiclesMember2025-07-012025-09-300001144980abg:NewVehiclesMember2024-07-012024-09-300001144980abg:NewVehiclesMember2025-01-012025-09-300001144980abg:NewVehiclesMember2024-01-012024-09-300001144980us-gaap:DisposalGroupHeldforsaleNotDiscontinuedOperationsMemberus-gaap:FranchiseMember2025-09-300001144980us-gaap:DisposalGroupHeldforsaleNotDiscontinuedOperationsMemberabg:DealershipLocationMember2025-09-300001144980us-gaap:DisposalGroupHeldforsaleNotDiscontinuedOperationsMemberus-gaap:RealEstateMember2025-09-300001144980us-gaap:DisposalGroupHeldforsaleNotDiscontinuedOperationsMemberus-gaap:FranchiseMemberus-gaap:SubsequentEventMember2025-10-290001144980us-gaap:DisposalGroupHeldforsaleNotDiscontinuedOperationsMemberus-gaap:FranchiseMember2025-03-012025-03-310001144980us-gaap:DisposalGroupHeldforsaleNotDiscontinuedOperationsMemberabg:DealershipLocationMember2025-03-310001144980us-gaap:DisposalGroupHeldforsaleNotDiscontinuedOperationsMemberus-gaap:FranchiseMember2025-09-012025-09-300001144980us-gaap:DisposalGroupHeldforsaleNotDiscontinuedOperationsMemberus-gaap:FranchiseMember2024-12-310001144980us-gaap:DisposalGroupHeldforsaleNotDiscontinuedOperationsMemberabg:DealershipLocationMember2024-12-310001144980us-gaap:DisposalGroupHeldforsaleNotDiscontinuedOperationsMemberus-gaap:RealEstateMember2024-12-310001144980us-gaap:ShortTermInvestmentsMember2025-09-300001144980us-gaap:USTreasurySecuritiesMember2025-09-300001144980us-gaap:MunicipalBondsMember2025-09-300001144980us-gaap:CorporateDebtSecuritiesMember2025-09-300001144980abg:MortgageAndOtherAssetsBackedSecuritiesMember2025-09-300001144980us-gaap:ShortTermInvestmentsMember2024-12-310001144980us-gaap:USTreasurySecuritiesMember2024-12-310001144980us-gaap:MunicipalBondsMember2024-12-310001144980us-gaap:CorporateDebtSecuritiesMember2024-12-310001144980abg:MortgageAndOtherAssetsBackedSecuritiesMember2024-12-310001144980abg:LoanerVehicleNotesPayableBankOfAmericaMember2025-09-300001144980abg:LoanerVehicleNotesPayableBankOfAmericaMember2024-12-310001144980abg:LoanerVehicleNotesPayableOEMsMember2025-09-300001144980abg:LoanerVehicleNotesPayableOEMsMember2024-12-310001144980us-gaap:RevolvingCreditFacilityMemberabg:A2023SeniorCreditFacilityMemberus-gaap:LineOfCreditMember2025-04-080001144980us-gaap:RevolvingCreditFacilityMemberabg:A2023SeniorCreditFacilityMemberus-gaap:LineOfCreditMember2025-04-090001144980abg:NewVehicleFloorPlanFacilityMemberabg:A2023SeniorCreditFacilityMemberus-gaap:LineOfCreditMember2025-04-080001144980abg:NewVehicleFloorPlanFacilityMemberabg:A2023SeniorCreditFacilityMemberus-gaap:LineOfCreditMember2025-04-090001144980abg:FourPointFiveZeroPercentSeniorNotesdue2028Memberus-gaap:SeniorNotesMember2025-09-300001144980abg:FourPointFiveZeroPercentSeniorNotesdue2028Memberus-gaap:SeniorNotesMember2024-12-310001144980abg:FourPointSixTwoFivePercentSeniorNotesDue2029Memberus-gaap:SeniorNotesMember2025-09-300001144980abg:FourPointSixTwoFivePercentSeniorNotesDue2029Memberus-gaap:SeniorNotesMember2024-12-310001144980abg:FourPointSevenFivePercentSeniorNotesdue2030Memberus-gaap:SeniorNotesMember2025-09-300001144980abg:FourPointSevenFivePercentSeniorNotesdue2030Memberus-gaap:SeniorNotesMember2024-12-310001144980abg:FivePointZeroZeroPercentPercentSeniorNotesDue2029Memberus-gaap:SeniorNotesMember2025-09-300001144980abg:FivePointZeroZeroPercentPercentSeniorNotesDue2029Memberus-gaap:SeniorNotesMember2024-12-310001144980us-gaap:MortgagesMember2025-09-300001144980us-gaap:MortgagesMember2024-12-310001144980abg:A2025RealEstateFacilityMemberus-gaap:LineOfCreditMember2025-09-300001144980abg:A2025RealEstateFacilityMemberus-gaap:LineOfCreditMember2024-12-310001144980abg:A2021RealEstateFacilityMemberus-gaap:LineOfCreditMember2025-09-300001144980abg:A2021RealEstateFacilityMemberus-gaap:LineOfCreditMember2024-12-310001144980abg:A2021BofARealEstateFacilityMemberus-gaap:LineOfCreditMember2025-09-300001144980abg:A2021BofARealEstateFacilityMemberus-gaap:LineOfCreditMember2024-12-310001144980abg:A2018BofARealEstateFacilityMemberus-gaap:LineOfCreditMember2025-09-300001144980abg:A2018BofARealEstateFacilityMemberus-gaap:LineOfCreditMember2024-12-310001144980abg:A2018WellsFargoMasterLoanFacilityMemberus-gaap:LineOfCreditMember2025-09-300001144980abg:A2018WellsFargoMasterLoanFacilityMemberus-gaap:LineOfCreditMember2024-12-310001144980abg:A2015WellsFargoMasterLoanFacilityMemberus-gaap:LineOfCreditMember2025-09-300001144980abg:A2015WellsFargoMasterLoanFacilityMemberus-gaap:LineOfCreditMember2024-12-310001144980abg:A2019BankofAmericaRevolvingCreditFacilityMemberus-gaap:LineOfCreditMember2025-09-300001144980abg:A2019BankofAmericaRevolvingCreditFacilityMemberus-gaap:LineOfCreditMember2024-12-310001144980us-gaap:LineOfCreditMember2025-09-300001144980us-gaap:LineOfCreditMember2024-12-310001144980us-gaap:SecuredDebtMemberabg:A2025RealEstateFacilityMemberus-gaap:LineOfCreditMember2025-07-212025-07-210001144980us-gaap:SecuredDebtMemberus-gaap:SecuredOvernightFinancingRateSofrMemberabg:A2025RealEstateFacilityMemberus-gaap:LineOfCreditMember2025-07-212025-07-210001144980us-gaap:SecuredDebtMemberus-gaap:BaseRateMemberabg:A2025RealEstateFacilityMemberus-gaap:LineOfCreditMember2025-07-212025-07-210001144980us-gaap:SecuredDebtMemberus-gaap:FederalFundsEffectiveSwapRateMemberabg:A2025RealEstateFacilityMemberus-gaap:LineOfCreditMember2025-07-212025-07-210001144980us-gaap:SecuredDebtMemberus-gaap:SecuredOvernightFinancingRateSofrOvernightIndexSwapRateMemberabg:A2025RealEstateFacilityMemberus-gaap:LineOfCreditMember2025-07-212025-07-210001144980us-gaap:SecuredDebtMemberabg:A2025RealEstateFacilityMemberus-gaap:LineOfCreditMember2025-07-210001144980us-gaap:CarryingReportedAmountFairValueDisclosureMemberabg:FourPointFiveZeroPercentSeniorNotesdue2028Memberus-gaap:SeniorNotesMember2025-09-300001144980us-gaap:CarryingReportedAmountFairValueDisclosureMemberabg:FourPointFiveZeroPercentSeniorNotesdue2028Memberus-gaap:SeniorNotesMember2024-12-310001144980us-gaap:CarryingReportedAmountFairValueDisclosureMemberabg:FourPointSixTwoFivePercentSeniorNotesDue2029Memberus-gaap:SeniorNotesMember2025-09-300001144980us-gaap:CarryingReportedAmountFairValueDisclosureMemberabg:FourPointSixTwoFivePercentSeniorNotesDue2029Memberus-gaap:SeniorNotesMember2024-12-310001144980us-gaap:CarryingReportedAmountFairValueDisclosureMemberabg:FourPointSevenFivePercentSeniorNotesdue2030Memberus-gaap:SeniorNotesMember2025-09-300001144980us-gaap:CarryingReportedAmountFairValueDisclosureMemberabg:FourPointSevenFivePercentSeniorNotesdue2030Memberus-gaap:SeniorNotesMember2024-12-310001144980us-gaap:CarryingReportedAmountFairValueDisclosureMemberabg:FivePointZeroZeroPercentPercentSeniorNotesDue2029Memberus-gaap:SeniorNotesMember2025-09-300001144980us-gaap:CarryingReportedAmountFairValueDisclosureMemberabg:FivePointZeroZeroPercentPercentSeniorNotesDue2029Memberus-gaap:SeniorNotesMember2024-12-310001144980us-gaap:CarryingReportedAmountFairValueDisclosureMember2025-09-300001144980us-gaap:CarryingReportedAmountFairValueDisclosureMember2024-12-310001144980us-gaap:EstimateOfFairValueFairValueDisclosureMemberabg:FourPointFiveZeroPercentSeniorNotesdue2028Memberus-gaap:SeniorNotesMember2025-09-300001144980us-gaap:EstimateOfFairValueFairValueDisclosureMemberabg:FourPointFiveZeroPercentSeniorNotesdue2028Memberus-gaap:SeniorNotesMember2024-12-310001144980us-gaap:EstimateOfFairValueFairValueDisclosureMemberabg:FourPointSixTwoFivePercentSeniorNotesDue2029Memberus-gaap:SeniorNotesMember2025-09-300001144980us-gaap:EstimateOfFairValueFairValueDisclosureMemberabg:FourPointSixTwoFivePercentSeniorNotesDue2029Memberus-gaap:SeniorNotesMember2024-12-310001144980us-gaap:EstimateOfFairValueFairValueDisclosureMemberabg:FourPointSevenFivePercentSeniorNotesdue2030Memberus-gaap:SeniorNotesMember2025-09-300001144980us-gaap:EstimateOfFairValueFairValueDisclosureMemberabg:FourPointSevenFivePercentSeniorNotesdue2030Memberus-gaap:SeniorNotesMember2024-12-310001144980us-gaap:EstimateOfFairValueFairValueDisclosureMemberabg:FivePointZeroZeroPercentPercentSeniorNotesDue2029Memberus-gaap:SeniorNotesMember2025-09-300001144980us-gaap:EstimateOfFairValueFairValueDisclosureMemberabg:FivePointZeroZeroPercentPercentSeniorNotesDue2029Memberus-gaap:SeniorNotesMember2024-12-310001144980us-gaap:EstimateOfFairValueFairValueDisclosureMember2025-09-300001144980us-gaap:EstimateOfFairValueFairValueDisclosureMember2024-12-310001144980us-gaap:InterestRateSwapMember2025-09-300001144980us-gaap:InterestRateSwapMember2022-01-310001144980abg:InterestRateSwapJanuary2022Member2022-01-310001144980abg:InterestRateSwapJanuary2022Member2025-09-300001144980abg:InterestRateSwapMay2021Member2021-05-310001144980abg:InterestRateSwapMay2021Member2025-09-300001144980abg:InterestRateSwapJuly2020Member2020-07-310001144980abg:InterestRateSwapJuly2020Member2025-09-300001144980abg:InterestRateSwapJuly20201Member2020-07-310001144980abg:InterestRateSwapJuly20201Member2025-09-300001144980us-gaap:InterestRateSwapMember2024-12-310001144980us-gaap:InterestRateSwapMemberus-gaap:OtherCurrentAssetsMember2025-09-300001144980us-gaap:InterestRateSwapMemberus-gaap:OtherCurrentAssetsMember2024-12-310001144980us-gaap:InterestRateSwapMemberus-gaap:OtherNoncurrentAssetsMember2025-09-300001144980us-gaap:InterestRateSwapMemberus-gaap:OtherNoncurrentAssetsMember2024-12-310001144980us-gaap:InterestRateSwapMember2025-07-012025-09-300001144980us-gaap:InterestRateSwapMember2024-07-012024-09-300001144980us-gaap:InterestRateSwapMember2025-01-012025-09-300001144980us-gaap:InterestRateSwapMember2024-01-012024-09-300001144980us-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel1Member2025-09-300001144980us-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel2Member2025-09-300001144980us-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel3Member2025-09-300001144980us-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel12And3Member2025-09-300001144980us-gaap:FairValueMeasurementsRecurringMemberus-gaap:ShortTermInvestmentsMemberus-gaap:FairValueInputsLevel1Member2025-09-300001144980us-gaap:FairValueMeasurementsRecurringMemberus-gaap:ShortTermInvestmentsMemberus-gaap:FairValueInputsLevel2Member2025-09-300001144980us-gaap:FairValueMeasurementsRecurringMemberus-gaap:ShortTermInvestmentsMemberus-gaap:FairValueInputsLevel3Member2025-09-300001144980us-gaap:FairValueMeasurementsRecurringMemberus-gaap:ShortTermInvestmentsMemberus-gaap:FairValueInputsLevel12And3Member2025-09-300001144980us-gaap:FairValueMeasurementsRecurringMemberus-gaap:USTreasurySecuritiesMemberus-gaap:FairValueInputsLevel1Member2025-09-300001144980us-gaap:FairValueMeasurementsRecurringMemberus-gaap:USTreasurySecuritiesMemberus-gaap:FairValueInputsLevel2Member2025-09-300001144980us-gaap:FairValueMeasurementsRecurringMemberus-gaap:USTreasurySecuritiesMemberus-gaap:FairValueInputsLevel3Member2025-09-300001144980us-gaap:FairValueMeasurementsRecurringMemberus-gaap:USTreasurySecuritiesMemberus-gaap:FairValueInputsLevel12And3Member2025-09-300001144980us-gaap:FairValueMeasurementsRecurringMemberus-gaap:MunicipalBondsMemberus-gaap:FairValueInputsLevel1Member2025-09-300001144980us-gaap:FairValueMeasurementsRecurringMemberus-gaap:MunicipalBondsMemberus-gaap:FairValueInputsLevel2Member2025-09-300001144980us-gaap:FairValueMeasurementsRecurringMemberus-gaap:MunicipalBondsMemberus-gaap:FairValueInputsLevel3Member2025-09-300001144980us-gaap:FairValueMeasurementsRecurringMemberus-gaap:MunicipalBondsMemberus-gaap:FairValueInputsLevel12And3Member2025-09-300001144980us-gaap:FairValueMeasurementsRecurringMemberus-gaap:CorporateDebtSecuritiesMemberus-gaap:FairValueInputsLevel1Member2025-09-300001144980us-gaap:FairValueMeasurementsRecurringMemberus-gaap:CorporateDebtSecuritiesMemberus-gaap:FairValueInputsLevel2Member2025-09-300001144980us-gaap:FairValueMeasurementsRecurringMemberus-gaap:CorporateDebtSecuritiesMemberus-gaap:FairValueInputsLevel3Member2025-09-300001144980us-gaap:FairValueMeasurementsRecurringMemberus-gaap:CorporateDebtSecuritiesMemberus-gaap:FairValueInputsLevel12And3Member2025-09-300001144980us-gaap:FairValueMeasurementsRecurringMemberabg:MortgageAndOtherAssetsBackedSecuritiesMemberus-gaap:FairValueInputsLevel1Member2025-09-300001144980us-gaap:FairValueMeasurementsRecurringMemberabg:MortgageAndOtherAssetsBackedSecuritiesMemberus-gaap:FairValueInputsLevel2Member2025-09-300001144980us-gaap:FairValueMeasurementsRecurringMemberabg:MortgageAndOtherAssetsBackedSecuritiesMemberus-gaap:FairValueInputsLevel3Member2025-09-300001144980us-gaap:FairValueMeasurementsRecurringMemberabg:MortgageAndOtherAssetsBackedSecuritiesMemberus-gaap:FairValueInputsLevel12And3Member2025-09-300001144980us-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel1Member2024-12-310001144980us-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel2Member2024-12-310001144980us-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel3Member2024-12-310001144980us-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel12And3Member2024-12-310001144980us-gaap:FairValueMeasurementsRecurringMemberus-gaap:ShortTermInvestmentsMemberus-gaap:FairValueInputsLevel1Member2024-12-310001144980us-gaap:FairValueMeasurementsRecurringMemberus-gaap:ShortTermInvestmentsMemberus-gaap:FairValueInputsLevel2Member2024-12-310001144980us-gaap:FairValueMeasurementsRecurringMemberus-gaap:ShortTermInvestmentsMemberus-gaap:FairValueInputsLevel3Member2024-12-310001144980us-gaap:FairValueMeasurementsRecurringMemberus-gaap:ShortTermInvestmentsMemberus-gaap:FairValueInputsLevel12And3Member2024-12-310001144980us-gaap:FairValueMeasurementsRecurringMemberus-gaap:USTreasurySecuritiesMemberus-gaap:FairValueInputsLevel1Member2024-12-310001144980us-gaap:FairValueMeasurementsRecurringMemberus-gaap:USTreasurySecuritiesMemberus-gaap:FairValueInputsLevel2Member2024-12-310001144980us-gaap:FairValueMeasurementsRecurringMemberus-gaap:USTreasurySecuritiesMemberus-gaap:FairValueInputsLevel3Member2024-12-310001144980us-gaap:FairValueMeasurementsRecurringMemberus-gaap:USTreasurySecuritiesMemberus-gaap:FairValueInputsLevel12And3Member2024-12-310001144980us-gaap:FairValueMeasurementsRecurringMemberus-gaap:MunicipalBondsMemberus-gaap:FairValueInputsLevel1Member2024-12-310001144980us-gaap:FairValueMeasurementsRecurringMemberus-gaap:MunicipalBondsMemberus-gaap:FairValueInputsLevel2Member2024-12-310001144980us-gaap:FairValueMeasurementsRecurringMemberus-gaap:MunicipalBondsMemberus-gaap:FairValueInputsLevel3Member2024-12-310001144980us-gaap:FairValueMeasurementsRecurringMemberus-gaap:MunicipalBondsMemberus-gaap:FairValueInputsLevel12And3Member2024-12-310001144980us-gaap:FairValueMeasurementsRecurringMemberus-gaap:CorporateDebtSecuritiesMemberus-gaap:FairValueInputsLevel1Member2024-12-310001144980us-gaap:FairValueMeasurementsRecurringMemberus-gaap:CorporateDebtSecuritiesMemberus-gaap:FairValueInputsLevel2Member2024-12-310001144980us-gaap:FairValueMeasurementsRecurringMemberus-gaap:CorporateDebtSecuritiesMemberus-gaap:FairValueInputsLevel3Member2024-12-310001144980us-gaap:FairValueMeasurementsRecurringMemberus-gaap:CorporateDebtSecuritiesMemberus-gaap:FairValueInputsLevel12And3Member2024-12-310001144980us-gaap:FairValueMeasurementsRecurringMemberabg:MortgageAndOtherAssetsBackedSecuritiesMemberus-gaap:FairValueInputsLevel1Member2024-12-310001144980us-gaap:FairValueMeasurementsRecurringMemberabg:MortgageAndOtherAssetsBackedSecuritiesMemberus-gaap:FairValueInputsLevel2Member2024-12-310001144980us-gaap:FairValueMeasurementsRecurringMemberabg:MortgageAndOtherAssetsBackedSecuritiesMemberus-gaap:FairValueInputsLevel3Member2024-12-310001144980us-gaap:FairValueMeasurementsRecurringMemberabg:MortgageAndOtherAssetsBackedSecuritiesMemberus-gaap:FairValueInputsLevel12And3Member2024-12-310001144980abg:DealershipsMember2025-07-012025-09-300001144980abg:TCAMember2025-07-012025-09-300001144980abg:DealershipsMember2024-07-012024-09-300001144980abg:TCAMember2024-07-012024-09-300001144980us-gaap:IntersegmentEliminationMemberabg:DealershipsMember2025-07-012025-09-300001144980us-gaap:IntersegmentEliminationMemberabg:TCAMember2025-07-012025-09-300001144980us-gaap:IntersegmentEliminationMember2025-07-012025-09-300001144980us-gaap:IntersegmentEliminationMemberabg:DealershipsMember2024-07-012024-09-300001144980us-gaap:IntersegmentEliminationMemberabg:TCAMember2024-07-012024-09-300001144980us-gaap:IntersegmentEliminationMember2024-07-012024-09-300001144980us-gaap:OperatingSegmentsMemberabg:DealershipsMember2025-07-012025-09-300001144980us-gaap:OperatingSegmentsMemberabg:TCAMember2025-07-012025-09-300001144980us-gaap:OperatingSegmentsMember2025-07-012025-09-300001144980us-gaap:OperatingSegmentsMemberabg:DealershipsMember2024-07-012024-09-300001144980us-gaap:OperatingSegmentsMemberabg:TCAMember2024-07-012024-09-300001144980us-gaap:OperatingSegmentsMember2024-07-012024-09-300001144980us-gaap:OperatingSegmentsMemberabg:NewVehicleMemberabg:DealershipsMember2025-07-012025-09-300001144980us-gaap:OperatingSegmentsMemberabg:NewVehicleMemberabg:TCAMember2025-07-012025-09-300001144980us-gaap:OperatingSegmentsMemberabg:NewVehicleMemberabg:DealershipsMember2024-07-012024-09-300001144980us-gaap:OperatingSegmentsMemberabg:NewVehicleMemberabg:TCAMember2024-07-012024-09-300001144980us-gaap:OperatingSegmentsMemberabg:UsedVehicleMemberabg:DealershipsMember2025-07-012025-09-300001144980us-gaap:OperatingSegmentsMemberabg:UsedVehicleMemberabg:TCAMember2025-07-012025-09-300001144980us-gaap:OperatingSegmentsMemberabg:UsedVehicleMemberabg:DealershipsMember2024-07-012024-09-300001144980us-gaap:OperatingSegmentsMemberabg:UsedVehicleMemberabg:TCAMember2024-07-012024-09-300001144980us-gaap:OperatingSegmentsMemberabg:PartsAndServiceMemberabg:DealershipsMember2025-07-012025-09-300001144980us-gaap:OperatingSegmentsMemberabg:PartsAndServiceMemberabg:TCAMember2025-07-012025-09-300001144980us-gaap:OperatingSegmentsMemberabg:PartsAndServiceMemberabg:DealershipsMember2024-07-012024-09-300001144980us-gaap:OperatingSegmentsMemberabg:PartsAndServiceMemberabg:TCAMember2024-07-012024-09-300001144980us-gaap:OperatingSegmentsMemberabg:FinanceAndInsuranceNetMemberabg:DealershipsMember2025-07-012025-09-300001144980us-gaap:OperatingSegmentsMemberabg:FinanceAndInsuranceNetMemberabg:TCAMember2025-07-012025-09-300001144980us-gaap:OperatingSegmentsMemberabg:FinanceAndInsuranceNetMemberabg:DealershipsMember2024-07-012024-09-300001144980us-gaap:OperatingSegmentsMemberabg:FinanceAndInsuranceNetMemberabg:TCAMember2024-07-012024-09-300001144980abg:DealershipsMember2025-01-012025-09-300001144980abg:TCAMember2025-01-012025-09-300001144980abg:DealershipsMember2024-01-012024-09-300001144980abg:TCAMember2024-01-012024-09-300001144980us-gaap:IntersegmentEliminationMemberabg:DealershipsMember2025-01-012025-09-300001144980us-gaap:IntersegmentEliminationMemberabg:TCAMember2025-01-012025-09-300001144980us-gaap:IntersegmentEliminationMember2025-01-012025-09-300001144980us-gaap:IntersegmentEliminationMemberabg:DealershipsMember2024-01-012024-09-300001144980us-gaap:IntersegmentEliminationMemberabg:TCAMember2024-01-012024-09-300001144980us-gaap:IntersegmentEliminationMember2024-01-012024-09-300001144980us-gaap:OperatingSegmentsMemberabg:DealershipsMember2025-01-012025-09-300001144980us-gaap:OperatingSegmentsMemberabg:TCAMember2025-01-012025-09-300001144980us-gaap:OperatingSegmentsMember2025-01-012025-09-300001144980us-gaap:OperatingSegmentsMemberabg:DealershipsMember2024-01-012024-09-300001144980us-gaap:OperatingSegmentsMemberabg:TCAMember2024-01-012024-09-300001144980us-gaap:OperatingSegmentsMember2024-01-012024-09-300001144980us-gaap:OperatingSegmentsMemberabg:NewVehicleMemberabg:DealershipsMember2025-01-012025-09-300001144980us-gaap:OperatingSegmentsMemberabg:NewVehicleMemberabg:TCAMember2025-01-012025-09-300001144980us-gaap:OperatingSegmentsMemberabg:NewVehicleMemberabg:DealershipsMember2024-01-012024-09-300001144980us-gaap:OperatingSegmentsMemberabg:NewVehicleMemberabg:TCAMember2024-01-012024-09-300001144980us-gaap:OperatingSegmentsMemberabg:UsedVehicleMemberabg:DealershipsMember2025-01-012025-09-300001144980us-gaap:OperatingSegmentsMemberabg:UsedVehicleMemberabg:TCAMember2025-01-012025-09-300001144980us-gaap:OperatingSegmentsMemberabg:UsedVehicleMemberabg:DealershipsMember2024-01-012024-09-300001144980us-gaap:OperatingSegmentsMemberabg:UsedVehicleMemberabg:TCAMember2024-01-012024-09-300001144980us-gaap:OperatingSegmentsMemberabg:PartsAndServiceMemberabg:DealershipsMember2025-01-012025-09-300001144980us-gaap:OperatingSegmentsMemberabg:PartsAndServiceMemberabg:TCAMember2025-01-012025-09-300001144980us-gaap:OperatingSegmentsMemberabg:PartsAndServiceMemberabg:DealershipsMember2024-01-012024-09-300001144980us-gaap:OperatingSegmentsMemberabg:PartsAndServiceMemberabg:TCAMember2024-01-012024-09-300001144980us-gaap:OperatingSegmentsMemberabg:FinanceAndInsuranceNetMemberabg:DealershipsMember2025-01-012025-09-300001144980us-gaap:OperatingSegmentsMemberabg:FinanceAndInsuranceNetMemberabg:TCAMember2025-01-012025-09-300001144980us-gaap:OperatingSegmentsMemberabg:FinanceAndInsuranceNetMemberabg:DealershipsMember2024-01-012024-09-300001144980us-gaap:OperatingSegmentsMemberabg:FinanceAndInsuranceNetMemberabg:TCAMember2024-01-012024-09-300001144980us-gaap:OperatingSegmentsMemberabg:DealershipsMember2025-09-300001144980us-gaap:OperatingSegmentsMemberabg:TCAMember2025-09-300001144980us-gaap:OperatingSegmentsMember2025-09-300001144980us-gaap:IntersegmentEliminationMember2025-09-300001144980us-gaap:OperatingSegmentsMemberabg:DealershipsMember2024-12-310001144980us-gaap:OperatingSegmentsMemberabg:TCAMember2024-12-310001144980us-gaap:OperatingSegmentsMember2024-12-310001144980us-gaap:IntersegmentEliminationMember2024-12-3100011449802022-08-0300011449802024-02-080001144980abg:ReastatedCreditAgreementMemberabg:BankOfAmericaNAMemberus-gaap:GuaranteeObligationsMember2025-09-300001144980us-gaap:GuaranteeObligationsMember2025-09-30

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


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

For the quarterly period ended September 30, 2025


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

For the transition period from to

Commission file number: 001-31262

ASBURY AUTOMOTIVE GROUP, INC.

(Exact name of Registrant as specified in its charter)

Delaware

01-0609375

(State or other jurisdiction of
incorporation or organization)

(I.R.S. Employer
Identification No.)

6655 Peachtree Dunwoody Road

Atlanta,

Georgia

30328

(Address of principal executive offices)

(Zip Code)

(770) 418-8200

(Registrant's telephone number, including area code)

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

Trading

Title of each class

Symbol(s)

Name of each exchange on which registered

Common stock, $0.01 par value per share

ABG

New York Stock Exchange

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act:

Large Accelerated Filer

☒

Accelerated Filer

☐

Non-Accelerated Filer

☐

Smaller Reporting Company

☐

Emerging Growth Company

☐

Table of Contents

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. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No x

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: The number of shares of common stock outstanding as of October 28, 2025 was 19,440,558.

Table of Contents

ASBURY AUTOMOTIVE GROUP, INC.

TABLE OF CONTENTS


		Page
PART I—Financial Information
Item 1.	Condensed Consolidated Financial Statements (unaudited)
	Condensed Consolidated Balance Sheets as of September 30, 2025 and December 31, 2024	4
	Condensed Consolidated Statements of Income for the Three and N ine Months Ended September 30, 2025 and 2024	5
	Condensed Consolidated Statements of Comprehensive Income for the Three and Nine Months Ended September 30, 2025 and 2024	6
	Condensed Consolidated Statements of Shareholders' Equity for the Three and Nine Months Ended September 30, 2025 and 2024	7
	Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2025 and 2024	9
	Notes to Condensed Consolidated Financial Statements	10
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	30
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	56
Item 4.	Controls and Procedures	56

	PART II—Other Information

Item 1.	Legal Proceedings	57
Item 1A.	Risk Factors	57
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	58
Item 5.	Other Information	58
Item 6.	Exhibits	59
	Signatures	60

Table of Contents

PART I. FINANCIAL INFORMATION

Item 1. Condensed Consolidated Financial Statements

ASBURY AUTOMOTIVE GROUP, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In millions, except par value and share data)

(Unaudited)


	September 30, 2025		December 31, 2024
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	32.2	$	69.4
Short-term investments	0.9		14.4
Contracts-in-transit, net	201.6		263.8
Accounts receivable, net	284.8		285.5
Inventories, net	2,318.9		1,978.8
Assets held for sale	71.2		174.4
Other current assets	426.4		351.7
Total current assets	3,336.0		3,137.9
INVESTMENTS	412.5		334.2
PROPERTY AND EQUIPMENT, net	3,111.7		2,550.7
OPERATING LEASE RIGHT-OF-USE ASSETS	249.6		220.1
GOODWILL	2,264.8		2,044.7
INTANGIBLE FRANCHISE RIGHTS	2,268.4		1,911.7


OTHER LONG-TERM ASSETS	130.5		137.8
Total assets	$	11,773.5	$	10,337.0
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Floor plan notes payable—trade, net	$	344.7	$	349.9
Floor plan notes payable—non-trade, net	1,777.3		1,344.8
Current maturities of long-term debt	106.7		114.7
Current maturities of operating leases	29.3		28.1
Accounts payable and accrued liabilities	858.7		761.4
Deferred revenue—current	244.3		235.5
Liabilities associated with assets held for sale	—		1.9
Total current liabilities	3,360.9		2,836.3
LONG-TERM DEBT	3,498.6		3,023.9
LONG-TERM LEASE LIABILITY	228.9		200.0
DEFERRED REVENUE	567.8		530.5
DEFERRED INCOME TAXES	182.7		187.7
OTHER LONG-TERM LIABILITIES	56.6		56.4
COMMITMENTS AND CONTINGENCIES (Note 13)
SHAREHOLDERS' EQUITY:
Preferred stock, $.01 par value; 10,000,000 shares authorized; none issued or outstanding	—		—
Common stock, $.01 par value; 90,000,000 shares authorized; 41,550,096 and 41,649,426 shares issued, including shares held in treasury, respectively	0.4		0.4
Additional paid-in capital	1,323.7		1,305.1
Retained earnings	3,603.5		3,218.9
Treasury stock, at cost; 22,109,547 and 22,065,478 shares, respectively	(1,092.0)		(1,079.2)
Accumulated other comprehensive income	42.3		56.8
Total shareholders' equity	3,878.0		3,502.1
Total liabilities and shareholders' equity	$	11,773.5	$	10,337.0

See accompanying Notes to Condensed Consolidated Financial Statements

Table of Contents

ASBURY AUTOMOTIVE GROUP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(In millions, except per share data)

(Unaudited)


	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2025		2024		2025		2024
REVENUE:
New vehicle	$	2,528.9	$	2,163.5	$	6,970.9	$	6,392.6
Used vehicle	1,412.2		1,294.7		3,933.8		3,959.6
Parts and service	659.4		593.1		1,848.5		1,764.3
Finance and insurance, net	200.3		185.4		569.3		567.5
TOTAL REVENUE	4,800.9		4,236.7		13,322.5		12,684.1
COST OF SALES:
New vehicle	2,367.9		2,013.1		6,506.8		5,924.4
Used vehicle	1,347.0		1,235.3		3,735.0		3,767.3
Parts and service	270.2		256.0		761.9		753.2
Finance and insurance	13.2		14.2		40.1		40.5
TOTAL COST OF SALES	3,998.3		3,518.6		11,043.8		10,485.3
GROSS PROFIT	802.5		718.0		2,278.6		2,198.8
OPERATING EXPENSES:
Selling, general, and administrative	527.1		466.5		1,458.9		1,411.6
Depreciation and amortization	21.2		18.9		59.4		55.8
Asset impairments	11.7		—		26.0		135.4

INCOME FROM OPERATIONS	242.6		232.7		734.3		596.0
OTHER EXPENSES (INCOME):
Floor plan interest expense	26.7		22.3		65.6		66.1
Other interest expense, net	51.3		45.7		135.0		134.9



Gain on dealership divestitures, net	(35.7)		(5.0)		(45.8)		(8.6)
Total other expenses, net	42.3		63.0		154.8		192.4
INCOME BEFORE INCOME TAXES	200.2		169.7		579.5		403.6
Income tax expense	53.1		43.4		147.5		102.1


NET INCOME	$	147.1	$	126.3	$	432.0	$	301.5
EARNINGS PER SHARE:
Basic—


Net income	$	7.53	$	6.40	$	22.04	$	15.03
Diluted—


Net income	$	7.52	$	6.37	$	21.99	$	14.99
WEIGHTED AVERAGE SHARES OUTSTANDING:
Basic	19.5		19.7		19.6		20.1

Restricted stock	0.1		0.1		—		—
Performance share units	—		—		—		0.1
Diluted	19.6		19.8		19.6		20.1

See accompanying Notes to Condensed Consolidated Financial Statements

Table of Contents

ASBURY AUTOMOTIVE GROUP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In millions)

(Unaudited)


	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2025		2024		2025		2024
Net income	$	147.1	$	126.3	$	432.0	$	301.5
Other comprehensive income:
Change in fair value of cash flow swaps	(5.0)		(29.2)		(27.2)		(19.8)
Income tax benefit associated with cash flow swaps	1.3		7.3		6.9		5.0
Unrealized gains on available-for-sale debt securities	2.3		9.8		7.6		5.4
Income tax expense associated with available-for-sale debt securities	(0.5)		(2.0)		(1.8)		(1.1)
Comprehensive income	$	145.1	$	112.1	$	417.4	$	290.9

See accompanying Notes to Condensed Consolidated Financial Statements

Table of Contents

ASBURY AUTOMOTIVE GROUP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

(Dollars in millions)

(Unaudited)


	Common Stock			Additional Paid-in Capital		Retained Earnings		Treasury Stock			Accumulated Other Comprehensive Income (Loss)		Total
	Shares	Amount						Shares	Amount
Balances, December 31, 2024	41,649,426	$	0.4	$	1,305.1	$	3,218.9	22,065,478	$	(1,079.2)	$	56.8	$	3,502.1
Comprehensive Income:
Net income	—	—		—		132.1		—	—		—		132.1
Change in fair value of cash flow swaps, net of reclassification adjustment and $3.5 million tax benefit	—	—		—		—		—	—		(10.3)		(10.3)
Unrealized gain on changes in fair value of debt securities, net of reclassification adjustment and $0.9 million tax expense	—	—		—		—		—	—		3.0		3.0
Comprehensive income	—	—		—		132.1		—	—		(7.2)		124.9
Share-based compensation	—	—		9.1		—		—	—		—		9.1
Issuance of common stock, net of forfeitures, in connection with share-based payment arrangements	117,992	—		—		—		—	—		—		—

Repurchase of common stock associated with net share settlement of employee share-based awards	—	—		—		—		42,780	(12.5)		—		(12.5)

Balances, March 31, 2025	41,767,418	$	0.4	$	1,314.2	$	3,351.0	22,108,258	$	(1,091.7)	$	49.6	$	3,623.5
Comprehensive Income:
Net income	—	—		—		152.8		—	—		—		152.8
Change in fair value of cash flow swaps, net of reclassification adjustment and $2.1 million tax benefit	—	—		—		—		—	—		(6.3)		(6.3)
Unrealized gain on changes in fair value of debt securities, net of reclassification adjustment and $0.3 million tax expense	—	—		—		—		—	—		1.0		1.0
Comprehensive income	—	—		—		152.8		—	—		(5.3)		147.5
Share-based compensation	—	—		6.2		—		—	—		—		6.2
Issuance of common stock, net of forfeitures, in connection with share-based payment arrangements	1,548	—		—		—		—	—		—		—

Repurchase of common stock associated with net share settlement of employee share-based awards	—	—		—		—		646	(0.2)		—		(0.2)

Balances, June 30, 2025	41,768,966	$	0.4	$	1,320.4	$	3,503.7	22,108,904	$	(1,091.8)	$	44.3	$	3,777.0
Comprehensive Income:
Net income	—	—		—		147.1		—	—		—		147.1
Change in fair value of cash flow swaps, net of reclassification adjustment and $1.3 million tax benefit	—	—		—		—		—	—		(3.8)		(3.8)
Unrealized gain on changes in fair value of debt securities, net of reclassification adjustment and $0.5 million tax expense	—	—		—		—		—	—		1.8		1.8
Comprehensive income	—	—		—		147.1		—	—		(2.0)		145.1
Share-based compensation	—	—		6.0		—		—	—		—		6.0
Issuance of common stock, net of forfeitures in connection with share-based payment arrangements	1,717	—		—		—		—	—		—		—
Share repurchases	—	—		—		—		220,587	(50.0)		—		(50.0)
Repurchase of common stock associated with net share settlement of employee share-based awards	—	—		—		—		643	(0.2)		—		(0.2)
Retirement of previously repurchased common stock	(220,587)	—		(2.7)		(47.3)		(220,587)	50.0		—		—
Balances, September 30, 2025	41,550,096	$	0.4	$	1,323.7	$	3,603.5	22,109,547	$	(1,092.0)	$	42.3	$	3,878.0

Table of Contents


	Common Stock			Additional Paid-in Capital		Retained Earnings		Treasury Stock			Accumulated Other Comprehensive Income (Loss)		Total
	Shares	Amount						Shares	Amount
Balances, December 31, 2023	42,352,001	$	0.4	$	1,288.4	$	2,961.5	22,018,537	$	(1,067.3)	$	61.1	$	3,244.1
Comprehensive Income:
Net income	—	—		—		147.1		—	—		—		147.1
Change in fair value of cash flow swaps, net of reclassification adjustment and $2.5 million tax expense	—	—		—		—		—	—		7.5		7.5
Unrealized loss on changes in fair value of debt securities, net of reclassification adjustment and $0.6 million tax benefit	—	—		—		—		—	—		(2.2)		(2.2)
Comprehensive income	—	—		—		147.1		—	—		5.3		152.4
Share-based compensation	—	—		10.5		—		—	—		—		10.5
Issuance of common stock, net of forfeitures, in connection with share-based payment arrangements	123,845	—		—		—		—	—		—		—
Share repurchases	—	—		—		—		239,790	(50.4)		—		(50.4)
Repurchase of common stock associated with net share settlement of employee share-based awards	—	—		—		—		45,399	(9.8)		—		(9.8)
Retirement of common stock	(239,790)	—		(2.9)		(47.1)		(239,790)	50.0		—		—
Balances, March 31, 2024	42,236,056	$	0.4	$	1,296.1	$	3,061.5	22,063,936	$	(1,077.5)	$	66.4	$	3,346.9
Comprehensive Income:
Net income	—	—		—		28.1		—	—		—		28.1
Change in fair value of cash flow swaps, net of reclassification adjustment and $0.1 million tax benefit	—	—		—		—		—	—		(0.4)		(0.4)
Unrealized loss on changes in fair value of debt securities, net of reclassification adjustment and $0.3 million tax benefit	—	—		—		—		—	—		(1.3)		(1.3)
Comprehensive income	—	—		—		28.1		—	—		(1.7)		26.4
Share-based compensation	—	—		5.7		—		—	—		—		5.7
Issuance of common stock, net of forfeitures, in connection with share-based payment arrangements	841	—		—		—		—	—		—		—
Share repurchases	—	—		—		—		192,599	(48.2)		—		(48.2)
Repurchase of common stock associated with net share settlement of employee share-based awards	—	—		—		—		262	(0.1)		—		(0.1)
Retirement of common stock	(192,599)	—		(2.3)		(40.9)		(192,599)	43.2		—		—
Balances, June 30, 2024	42,044,298	$	0.4	$	1,299.5	$	3,048.7	22,064,198	$	(1,082.5)	$	64.7	$	3,330.7
Comprehensive Income:
Net income	—	—		—		126.3		—	—		—		126.3
Change in fair value of cash flow swaps, net of reclassification adjustment and $7.3 million tax benefit	—	—		—		—		—	—		(21.9)		(21.9)
Unrealized gain on changes in fair value of debt securities, net of reclassification adjustment and $2.0 million tax expense	—	—		—		—		—	—		7.7		7.7
Comprehensive income	—	—		—		126.3		—	—		(14.2)		112.1
Share-based compensation	—	—		5.0		—		—	—		—		5.0
Issuance of common stock, net of forfeitures in connection with share-based payment arrangements	2,360	—		—		—		—	—		—		—
Share repurchases	—	—		—		—		393,951	(85.2)		—		(85.2)
Repurchase of common stock associated with net share settlement of employee share-based awards	—	—		—		—		1,050	(0.2)		—		(0.2)
Retirement of previously repurchased common stock	(393,951)	—		(4.8)		(84.1)		(393,951)	88.9		—		—
Balances, September 30, 2024	41,652,707	$	0.4	$	1,299.7	$	3,090.9	22,065,248	$	(1,079.1)	$	50.5	$	3,362.4

See accompanying Notes to Condensed Consolidated Financial Statements

Table of Contents

ASBURY AUTOMOTIVE GROUP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In millions)

(Unaudited)


	For the Nine Months Ended September 30,
	2025		2024
CASH FLOW FROM OPERATING ACTIVITIES:
Net income	$	432.0	$	301.5
Adjustments to reconcile net income to net cash provided by operating activities—
Depreciation and amortization	59.4		55.8
Share-based compensation	21.3		21.2

Asset impairments	26.0		135.4


Loaner vehicle amortization	39.5		35.8
Gain on divestitures, net	(45.8)		(8.6)
Change in right-of-use assets	22.5		21.4
Other adjustments, net	3.0		8.9
Changes in operating assets and liabilities, net of acquisitions and divestitures—
Contracts-in-transit, net	62.2		75.8
Accounts receivable, net	0.5		(31.0)

Inventories, net	1.7		(272.1)
Other current assets	(59.2)		(33.7)
Floor plan notes payable—trade, net	(5.2)		112.1
Deferred revenue	46.1		27.1
Accounts payable and accrued liabilities	56.8		10.0
Operating lease liabilities	(22.1)		(20.1)
Other long-term assets and liabilities, net	(15.4)		(12.4)
Net cash provided by operating activities	623.3		427.0
CASH FLOW FROM INVESTING ACTIVITIES:
Capital expenditures—excluding real estate	(104.4)		(104.5)

Capital expenditures—real estate	—		(69.6)
Purchases of previously leased real estate	—		(11.9)
Acquisitions	(1,783.9)		(4.7)
Proceeds from dealership divestitures	452.9		196.3
Purchases of debt securities—available-for-sale	(153.8)		(60.0)

Proceeds from the sale of debt securities—available-for-sale	98.0		70.0

Proceeds from the disposition of assets	—		2.2
Net cash (used in) provided by investing activities	(1,491.2)		17.8
CASH FLOW FROM FINANCING ACTIVITIES:
Floor plan borrowings—non-trade	7,946.5		6,918.4
Floor plan borrowings—acquisitions	262.7		—
Floor plan repayments—non-trade	(7,704.7)		(7,296.1)
Floor plan repayments—divestitures	(72.0)		(34.1)
Proceeds from borrowings	546.5		—
Repayments of borrowings	(154.8)		(56.9)
Proceeds from revolving credit facility	1,552.7		1,013.5
Repayments of revolving credit facility	(1,477.7)		(782.8)


Payment of debt issuance costs	(5.7)		—
Purchases of treasury stock	(50.0)		(182.1)
Repurchases of common stock, associated with net share settlements of employee share-based awards	(12.8)		(10.1)

Net cash provided by (used in) financing activities	830.7		(430.2)
Net (decrease) increase in cash and cash equivalents	(37.2)		14.6
CASH AND CASH EQUIVALENTS, beginning of period	69.4		45.7
CASH AND CASH EQUIVALENTS, end of period	$	32.2	$	60.3

See Note 11 "Supplemental Cash Flow Information" for further details

See accompanying Notes to Condensed Consolidated Financial Statements

Table of Contents

ASBURY AUTOMOTIVE GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1. DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Asbury Automotive Group, Inc. ("Asbury" or the "Company"), a Delaware corporation organized in 2002, is one of the largest automotive retailers in the United States. Our store operations are conducted by our subsidiaries.

As of September 30, 2025, we owned and operated 230 new vehicle franchises (175 dealership locations), representing 36 brands of automobiles and 39 collision centers in 15 states. For the nine months ended September 30, 2025, our new vehicle revenue brand mix consisted of 31% luxury, 41% imports and 29% domestic brands. Our stores offer an extensive range of automotive products and services, including new and used vehicles; parts and service, which includes repair and maintenance services, replacement parts and collision repair services (collectively referred to as "parts and services" or "P&S"); and finance and insurance ("F&I") products, including arranging vehicle financing through third parties and aftermarket products, such as extended service contracts, guaranteed asset protection ("GAP") debt cancellation and prepaid maintenance. The F&I products are provided by Total Care Auto, Powered by Landcar ("TCA"), our F&I product provider, and independent third parties. The Company reflects its operations in two reportable segments: Dealerships and TCA.

Basis of Presentation

The accompanying condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP"), and reflect the consolidated accounts of the Company and our wholly owned subsidiaries. All intercompany transactions have been eliminated in consolidation. If necessary, reclassifications of amounts previously reported have been made to the accompanying condensed consolidated financial statements in order to conform to current presentation.

In the opinion of management, all adjustments, consisting only of normal, recurring adjustments, considered necessary for a fair statement of the condensed consolidated financial statements as of September 30, 2025, and for the three and nine months ended September 30, 2025 and 2024, have been included, unless otherwise indicated. Amounts presented in the condensed consolidated financial statements have been calculated using non-rounded amounts for all periods presented and therefore certain amounts may not compute.

The results of operations for the three and nine months ended September 30, 2025 are not necessarily indicative of the results that may be expected for any other interim period, or any full year period. Our condensed consolidated financial statements should be read together with our audited consolidated financial statements contained in our Annual Report on Form 10-K for the year ended December 31, 2024.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities as of the date of the financial statements, and the reported amounts of revenues and expenses during the periods presented. Actual results could differ materially from these estimates. Estimates and assumptions are reviewed quarterly and the effects of any revisions are reflected in the consolidated financial statements in the period they are determined to be necessary. Estimates made in the accompanying condensed consolidated financial statements include, but are not limited to, those relating to inventory valuation reserves, reserves for chargebacks against revenue recognized from the sale of F&I products, reserves for self-insurance programs, and certain assumptions related to goodwill and dealership franchise rights intangible assets.

Share Repurchases

Share repurchases may be made from time-to-time in open market transactions or through privately negotiated transactions under the authorization approved by the Board of Directors. Periodically, the Company may retire repurchased shares of common stock previously held by the Company as treasury stock. In accordance with our accounting policy, we allocate any excess share repurchase price over par value between additional paid-in capital, which is limited to amounts initially recorded for the same issue, and retained earnings.

During the three and nine months ended September 30, 2025, the Company repurchased and retired 220,587 shares of our common stock under our share repurchase program. The cash paid for these share repurchases was $50.0 million for the three and nine months ended September 30, 2025.

Table of Contents

During the three and nine months ended September 30, 2024, the Company repurchased and retired 393,951 and 826,340 shares of our common stock under our share repurchase program, respectively. The cash paid for these share repurchases was $182.1 million for the nine months ended September 30, 2024.

On May 15, 2024, the Company announced that its Board of Directors approved an increase of $256.2 million in the Company's common share repurchase authorization to $400.0 million (the "New Share Repurchase Authorization"). As of September 30, 2025, the Company had $225.9 million remaining on its share repurchase authorization. The share repurchase authorization does not require the Company to repurchase any specific number of shares, and may be modified, suspended, or terminated at any time without further notice.

Earnings per Share

Basic earnings per share is computed by dividing net income by the weighted-average common shares outstanding during the period. Diluted earnings per share is computed by dividing net income by the weighted-average common shares and common share equivalents outstanding during the period. The Company excluded 548 and 201 restricted share units and no performance share units issued under the Asbury Automotive Group, Inc. 2019 Equity and Incentive Compensation Plan from its computation of diluted earnings per share for the three months ended September 30, 2025 and 2024, respectively, because they were anti-dilutive. During the nine months ended September 30, 2025 and 2024, the Company excluded 6,323 and 1,784 restricted share units and 25 and 1,177 performance share units issued under the Asbury Automotive Group, Inc. 2019 Equity and Incentive Compensation Plan from its computation of diluted earnings per share, respectively, because they were anti-dilutive. For all periods presented, there were no adjustments to the numerator necessary to compute diluted earnings per share.

Recent Accounting Pronouncements

The Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2025-06, Intangibles – Goodwill and Other – Internal-Use Software, in September 2025, which is intended to modernize the internal-use software guidance to adapt to the agile (i.e. iterative and flexible) basis predominantly employed to develop software today. The new standard amends the recognition threshold for capitalizing internal-use software costs and clarifies the presentation and disclosure requirements associated with internal-use software. The guidance is effective for interim and annual periods beginning after December 15, 2027 and may be applied prospectively, retrospectively or on a modified prospective basis. We are evaluating the impact of this new guidance on our consolidated financial statements.

In July 2025, the FASB issued ASU 2025-05, Measurement of Credit Losses for Accounts Receivable and Contract Assets. The standard provides a practical expedient related to the estimation of expected credit losses for current accounts receivable and current contract assets. The practical expedient assumes that conditions as of the balance sheet date do not change for the remaining life of the accounts receivable and contract assets when forecasting estimated credit losses. An entity is required to disclose whether it has applied the practical expedient. The guidance is effective for interim and annual periods beginning after December 15, 2025 and should be applied prospectively. Early adoption is permitted. We are evaluating the impact of this new guidance on our consolidated financial statements.

The FASB issued ASU 2024-03, Disaggregation – Income Statement Expenses, in November 2024, which requires additional disclosure of the nature of expenses included in the income statement. The new standard requires disclosures about specific types of expenses included in the expense captions presented on the face of the income statement as well as disclosures about selling expenses. The guidance is effective for annual periods beginning after December 15, 2026 and should be applied prospectively with the option of retrospective application. We are evaluating the impact of this new guidance on our consolidated financial statements.

In December 2023, the FASB issued final guidance in ASU 2023-09, Improvements to Income Tax Disclosures, which primarily expands the disclosures related to the effective tax rate reconciliation and income taxes paid. The guidance is effective for annual periods beginning after December 15, 2024 and should be applied prospectively with the option of retrospective application. We do not expect the adoption of this accounting standard to have a significant impact on our consolidated financial statements, but it will require certain additional disclosures.

Table of Contents

2. REVENUE RECOGNITION

Disaggregation of Revenue

Revenue from contracts with customers consists of the following:


	For the Three Months Ended September 30,
	2025		2024
	(In millions)
Revenue:
New vehicle	$	2,528.9	$	2,163.5
Used vehicle retail	1,226.8		1,148.5
Used vehicle wholesale	185.5		146.2
New and used vehicle	3,941.1		3,458.2
Sale of vehicle parts and accessories	132.0		129.2
Vehicle repair and maintenance services	527.4		463.9
Parts and services	659.4		593.1
Finance and insurance, net	200.3		185.4
Total revenue	$	4,800.9	$	4,236.7


	For the Nine Months Ended September 30,
	2025		2024
	(In millions)
Revenue:
New vehicle	$	6,970.9	$	6,392.6
Used vehicle retail	3,435.1		3,507.0
Used vehicle wholesale	498.7		452.6
New and used vehicle	10,904.7		10,352.3
Sale of vehicle parts and accessories	382.0		388.2
Vehicle repair and maintenance services	1,466.5		1,376.1
Parts and service	1,848.5		1,764.3
Finance and insurance, net	569.3		567.5
Total revenue	$	13,322.5	$	12,684.1

Contract Assets

Changes in contract assets during the period are reflected in the table below. Contract assets related to vehicle repair and maintenance services are transferred to receivables when a repair order is completed and invoiced to the customer. Certain incremental sales commissions payable to obtain an F&I revenue contract with a customer have been capitalized and are amortized using the same pattern of recognition applicable to the associated F&I revenue contract.

Table of Contents


	Vehicle Repair and Maintenance Services		Finance and Insurance, net		Deferred Sales Commissions		Total
	(In millions)
Contract Assets, January 1, 2025	$	17.8	$	12.8	$	90.1	$	120.7
Transferred to receivables from contract assets recognized at the beginning of the period	(17.8)		(1.9)		—		(19.7)
Amortization of costs incurred to obtain a contract with a customer	—		—		(7.2)		(7.2)
Costs incurred to obtain a contract with a customer	—		—		11.0		11.0
Increases related to revenue recognized, inclusive of adjustments to constraint, during the period	17.5		1.6		—		19.1
Contract Assets, March 31, 2025	$	17.5	$	12.5	$	93.9	$	123.9

Contract Assets (current), March 31, 2025	$	17.5	$	12.5	$	25.3	$	55.3
Contract Assets (long-term), March 31, 2025	$	—	$	—	$	68.6	$	68.6

Transferred to receivables from contract assets recognized at the beginning of the period	(17.5)		(1.8)		—		(19.2)
Amortization of costs to obtain a contract with a customer	—		—		(6.8)		(6.8)
Costs incurred to obtain a contract with a customer	—		—		14.3		14.3
Increases related to revenue recognized, inclusive of adjustments to constraint, during the period	18.3		1.5		—		19.8
Contract Assets, June 30, 2025	$	18.3	$	12.3	$	101.5	$	132.1

Contract Assets (current), June 30, 2025	$	18.3	$	12.3	$	27.4	$	58.0
Contract Assets (long-term), June 30, 2025	$	—	$	—	$	74.0	$	74.0

Transferred to receivables from contract assets recognized at the beginning of the period	(18.3)		(1.5)		—		(19.9)
Amortization of costs to obtain a contract with a customer	—		—		(7.4)		(7.4)
Costs incurred to obtain a contract with a customer	—		—		12.8		12.8
Increases related to revenue recognized, inclusive of adjustments to constraint, during the period	22.8		1.3		—		24.1
Contract Assets, September 30, 2025	$	22.8	$	12.0	$	106.9	$	141.7

Contract Assets (current), September 30, 2025	$	22.8	$	12.0	$	29.0	$	63.8
Contract Assets (long-term), September 30, 2025	$	—	$	—	$	77.9	$	77.9

Deferred Revenue

The condensed consolidated balance sheet reflects $812.1 million and $766.0 million of deferred revenue as of September 30, 2025 and December 31, 2024, respectively. Approximately $200.0 million of deferred revenue at December 31, 2024 was recorded in finance and insurance, net revenue in the condensed consolidated statements of income during the nine months ended September 30, 2025.

Table of Contents

3. ACQUISITIONS AND DIVESTITURES

Herb Chambers Acquisition

On July 21, 2025, we completed the acquisition of The Herb Chambers Companies (collectively, the "Businesses"). The Herb Chambers acquisition continues Asbury's geographic expansion into the northeast region of the United States.

As a result of the Herb Chambers acquisition, we acquired substantially all of the assets including the real property related thereto, for a total preliminary purchase price of approximately $1.78 billion paid in cash. The acquisition was financed by borrowings under our new vehicle floor plan and used vehicle floor plan facilities, revolving credit facility and borrowings under a real estate facility. The Businesses comprise 33 dealerships, 52 franchises and three collision centers. The Businesses will form part of our Dealerships segment.

The sources of the preliminary purchase consideration are as follows:


	(In millions)

New vehicle floor plan facility	$	292.0
Used vehicle floor plan facility	300.0
Revolving credit facility	645.4
Real estate facility	546.5
Preliminary purchase price	$	1,783.9

Under the acquisition method of accounting, the tangible and intangible assets acquired and liabilities assumed are recorded at their estimated fair value based on information currently available. The following table summarizes the amounts recorded based on preliminary estimates of fair value:


Summary of Assets Acquired and Liabilities Assumed
	(In millions)
Assets
Inventories, net	$	388.5
Other current assets	60.3
Total current assets	448.8
Property and equipment, net	614.8
Goodwill	290.1
Intangible franchise rights	463.2
Operating lease right-of-use assets	39.8
Total assets acquired	$	1,856.7
Liabilities
Operating lease liabilities	(39.8)
Other liabilities	(33.0)
Total liabilities assumed	(72.8)
Net assets acquired	$	1,783.9

The estimated fair values of the assets acquired and liabilities assumed and the related preliminary acquisition accounting are based on management’s estimates and assumptions, as well as other information compiled by management, including the books and records of the Businesses. Our estimates and assumptions are subject to change during the measurement period, not to exceed one year from the acquisition date. The areas of acquisition accounting that are not yet finalized primarily relate to the following significant items: (i) finalizing the valuation of inventory, land, land improvements, buildings and non-real property and equipment (including the models, key assumptions, estimates and inputs used) and assignment of remaining useful lives associated with the depreciable assets, and (ii) finalizing the valuation of manufacturer franchise rights (including key assumptions, inputs and estimates). As the initial acquisition accounting is based on our preliminary assessments, actual values may differ (possibly materially) when final information becomes available that differs from our current estimates. We believe that the information gathered to date provides a reasonable basis for estimating the preliminary fair values of assets acquired and liabilities assumed. We will continue to evaluate these items until they are satisfactorily resolved and adjust our acquisition accounting accordingly, within the allowable measurement period.

Table of Contents

Approximately $463.2 million of the purchase price was assigned to the indefinite lived franchise rights intangible assets related to the dealer agreements applicable to each new vehicle dealership. In addition, goodwill of $290.1 million was recognized and is primarily attributable to the anticipated synergies that Asbury expects to derive from the Herb Chambers acquisition as well as the acquired assembled workforce of the Businesses.

The Company recorded $14.7 million of acquisition related costs during the nine months ended September 30, 2025. These costs are included in selling, general, and administrative expenses in the condensed consolidated statements of income.

Goodwill and manufacturer franchise rights associated with our Dealerships segment acquisitions are deductible for federal and state income tax purposes ratably over a 15-year period.

The Company's consolidated statements of income included revenue and net income attributable to the Businesses from July 21, 2025 through September 30, 2025 of $523.4 million and $17.9 million, respectively.

The following represents the unaudited pro forma information as if the Herb Chambers acquisition had been included in the consolidated results of the Company since January 1, 2024:


	For the Three Months Ended September 30,
	2025		2024
	(In millions)
	(Unaudited)
Pro forma revenue	$	5,441.6	$	4,924.1
Pro forma net income	$	146.1	$	128.5


	For the Nine Months Ended September 30,
	2025		2024
	(In millions)
	(Unaudited)
Pro forma revenue	$	15,248.2	$	14,758.7
Pro forma net income	$	439.3	$	297.3

The above pro forma financial information adjusts the revenue and net income related to the Herb Chambers acquisition primarily for depreciation, rent and interest expense, assuming that the fair value adjustments and indebtedness incurred in connection with the Herb Chambers acquisition had occurred on January 1, 2024. They have also been adjusted to reflect the $14.7 million of acquisition related costs incurred during the nine months ended September 30, 2025, as having occurred on January 1, 2024. The pro forma information also assumes that the July 2025 divestiture of two Lexus and two General Motors dealerships occurred on January 1, 2024. The pro forma net income for the nine months ended September 30, 2025 and 2024 includes $26.0 million and $135.4 million, respectively, of asset impairments recorded by the Company.

There were no acquisitions during the three and nine months ended September 30, 2024.

Divestitures

During the nine months ended September 30, 2025, we sold two Toyota franchises (two dealership locations) in San Diego, California, and Los Angeles, California, one Nissan franchise (one dealership location) and one Chrysler Jeep Dodge Ram franchise (one dealership location) in Denver, Colorado, one Volvo franchise (one dealership location) in Greenville, South Carolina, and six franchises in Salt Lake City, Utah, comprising two Lexus franchises (two dealership locations), one Chevrolet franchise (one dealership location), two Chrysler Jeep Dodge Ram franchises (two dealership locations) and one Ford franchise (one dealership location). The Company recorded a pre-tax gain totaling $45.8 million, which is presented in our accompanying condensed consolidated statements of income as a gain on dealership divestitures, net.

During the nine months ended September 30, 2024, we sold one Lexus franchise (one dealership location) in Wilmington, Delaware due to OEM requirements in connection with the Koons acquisition, one Nissan franchise (one dealership location) in Denver, Colorado, and one Nissan franchise (one dealership location) in Atlanta, Georgia. The Company recorded a pre-tax gain totaling $8.6 million, which is presented in our accompanying condensed consolidated statement of income as a gain on dealership divestitures, net.

Table of Contents

4. ACCOUNTS RECEIVABLE

Accounts receivable consisted of the following:


	As of
	September 30, 2025		December 31, 2024
	(In millions)
Vehicle receivables	$	79.0	$	85.0
Manufacturer receivables	113.1		101.4
Other receivables	96.0		102.3
Total accounts receivable	288.1		288.6
Less—Allowance for credit losses	(3.4)		(3.2)
Accounts receivable, net	$	284.8	$	285.5

5. INVENTORIES

Inventories consisted of the following:


	As of
	September 30, 2025		December 31, 2024
	(In millions)
New vehicles	$	1,688.5	$	1,450.6
Used vehicles	469.6		382.1
Parts and accessories	160.8		146.0
Total inventories, net (a)	$	2,318.9	$	1,978.8

___________________________

(a) Inventories, net as of September 30, 2025 and December 31, 2024, excluded $20.0 million and $58.7 million classified as assets held for sale, respectively.

The lower of cost and net realizable value reserves reduced total inventory cost by $9.8 million and $9.7 million, respectively, as of September 30, 2025 and December 31, 2024. As of September 30, 2025 and December 31, 2024, certain automobile manufacturer incentives reduced new vehicle inventory cost by $16.3 million and $13.8 million, respectively, and reduced new vehicle cost of sales for the three months ended September 30, 2025 and 2024 by $32.4 million and $27.5 million, respectively. For the nine months ended September 30, 2025 and 2024, new vehicle cost of sales was reduced by $93.9 million and $80.7 million, respectively.

Table of Contents

6. ASSETS AND LIABILITIES HELD FOR SALE

Assets and liabilities classified as held for sale include (i) assets and liabilities associated with pending dealership disposals and (ii) real estate that we are actively marketing to sell.

A summary of assets held for sale and liabilities associated with assets held for sale is as follows:


	As of
	September 30, 2025		December 31, 2024
	(In millions)
Assets:


Inventory	$	20.0	$	58.7
Loaners, net	0.9		1.5

Property and equipment, net	50.3		89.1
Operating lease right-of-use assets	—		1.9

Franchise rights	—		23.1
Total assets held for sale	71.2		174.4
Liabilities:




Current maturities of operating leases	—		0.2

Operating lease liabilities	—		1.7
Total liabilities associated with assets held for sale	—		1.9
Net assets held for sale	$	71.2	$	172.4

As of September 30, 2025, assets held for sale consisted of three franchises (three dealership locations) in addition to two real estate properties. In October 2025, 13 franchises (nine dealership locations) met the assets held for sale criteria.

In March 2025, the Company recognized a $14.3 million pre-tax non-cash franchise rights impairment charge in connection with five dealerships that were classified as assets held for sale in March 2025. In September 2025, the Company recognized an $11.7 million pre-tax non-cash franchise rights impairment charge in connection with a dealership that met the assets held for sale criteria in October 2025. The quantitative assessment for each disposal group included a comparison of the estimated fair value to the carrying value of the disposal group less costs to sell. The Company determined the estimated fair value of each disposal group based on estimated sales proceeds less costs to sell. These franchise rights impairment charges are reflected in asset impairments in our condensed consolidated statements of income for the nine months ended September 30, 2025.

As of December 31, 2024, assets held for sale consisted of seven franchises (six dealership locations) in addition to one real estate property not currently used in our operations.

7. INVESTMENTS

Our investment portfolio is primarily funded by product premiums from the sale of our TCA F&I products. The amortized cost, gross unrealized gains and losses and estimated fair values of debt securities available-for-sale are as follows:


	As of September 30, 2025
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
	(In millions)
Short-term investments	$	0.9	$	—	$	—	$	0.9
U.S. Treasury	2.6		—		—		2.6
Municipal	4.9		0.2		—		5.0
Corporate	169.9		3.8		—		173.6
Mortgage and other asset-backed securities	228.8		3.0		(0.5)		231.3




Total investments	$	407.0	$	6.9	$	(0.5)	$	413.4

Table of Contents


	As of December 31, 2024
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
	(In millions)
Short-term investments	$	14.4	$	—	$	—	$	14.4
U.S. Treasury	2.6		—		—		2.6
Municipal	10.6		0.1		(0.1)		10.6
Corporate	152.0		0.8		(0.9)		151.9
Mortgage and other asset-backed securities	170.1		0.6		(1.7)		169.1




Total investments	$	349.8	$	1.6	$	(2.7)	$	348.6

As of September 30, 2025 and December 31, 2024, the Company had $2.9 million and $2.8 million of accrued interest receivable, respectively, which is included in other current assets on the condensed consolidated balance sheets. The Company does not consider accrued interest receivable in the carrying amount of financial assets held at amortized cost basis or in the allowance for credit losses.

A summary of amortized costs and fair value of investments by time to maturity, is as follows:


	As of September 30, 2025
	Amortized Cost		Fair Value
	(In millions)
Due in 1 year or less	$	0.9	$	0.9
Due in 1-5 years	122.0		124.3
Due in 6-10 years	53.3		54.8
Due after 10 years	2.1		2.1
Total by maturity	178.3		182.1
Mortgage and other asset-backed securities	228.8		231.3



Total investment securities	$	407.0	$	413.4

There were no gross losses and $0.3 million gross gains realized related to the sale of available-for-sale debt securities carried at fair value for the three months ended September 30, 2025. There were $0.2 million gross losses and $0.7 million gross gains realized related to the sale of available-for-sale debt securities carried at fair value for the nine months ended September 30, 2025.

There were $0.3 million gross losses and $0.5 million gross gains realized related to the sale of available-for-sale debt securities carried at fair value for the three months ended September 30, 2024. There were $0.3 million gross losses and $0.9 million gross gains realized related to the sale of available-for-sale debt securities carried at fair value for the nine months ended September 30, 2024.

The following tables summarize the amount of unrealized losses, defined as the amount by which the amortized cost exceeds fair value, and the related fair value of investments with unrealized losses. The investments were segregated into two categories: those that have been in a continuous unrealized loss position for less than 12 months and those that have been in a continuous unrealized loss position for 12 or more months. The reference point for determining how long an investment was in an unrealized loss position was September 30, 2025.

Table of Contents


	As of September 30, 2025
	Less than 12 Months				Greater than 12 Months				Total
	Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses
	(In millions)
Short-term investments	$	—	$	—	$	0.8	$	—	$	0.8	$	—
U.S. Treasury	0.8		—		0.8		—		1.7		—
Municipal	—		—		—		—		—		—
Corporate	4.9		—		—		—		4.9		—
Mortgage and other asset-backed securities	39.7		(0.3)		11.5		(0.2)		51.2		(0.5)
Total debt securities	$	45.4	$	(0.3)	$	13.1	$	(0.2)	$	58.6	$	(0.5)


	As of December 31, 2024
	Less than 12 Months				Greater than 12 Months				Total
	Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses
	(In millions)
Short-term investments	$	0.3	$	—	$	3.9	$	—	$	4.1	$	—
U.S. Treasury	1.1		—		1.4		—		2.5		—
Municipal	3.4		(0.1)		1.6		—		4.9		(0.1)
Corporate	64.3		(0.5)		26.6		(0.4)		90.9		(0.9)
Mortgage and other asset-backed securities	78.5		(1.0)		26.4		(0.7)		104.9		(1.7)
Total debt securities	$	147.5	$	(1.6)	$	59.8	$	(1.2)	$	207.3	$	(2.7)

The Company reviews the investment securities portfolio at the security level on a quarterly basis for potential credit losses, which takes into consideration numerous factors including changes in credit ratings. The decline in fair value identified in the tables above are a result of widening market spreads and not a result of credit quality. Additionally, the Company has determined it has both the intent and ability to hold these investments until the market price recovers or until maturity and does not believe it will be required to sell the securities before maturity. Accordingly, no credit losses were recognized on these securities during the three and nine months ended September 30, 2025.

8. FLOOR PLAN NOTES PAYABLE

Floor plan notes payable consisted of the following:


	As of
	September 30, 2025		December 31, 2024
	(In millions)
Floor plan notes payable—trade	$	345.7	$	350.9
Floor plan notes payable offset account	(1.0)		(1.0)
Floor plan notes payable—trade, net	$	344.7	$	349.9

Floor plan notes payable—new non-trade	$	1,534.9	$	1,359.8
Floor plan notes payable—used non-trade	350.0		100.7
Floor plan notes payable offset account	(107.7)		(115.7)
Floor plan notes payable—non-trade, net	$	1,777.3	$	1,344.8

We have floor plan offset accounts that allow us to offset our floor plan notes payable balances outstanding with transfers of cash to reduce the amount of outstanding floor plan notes payable that would otherwise accrue interest, while retaining the ability to transfer amounts from the offset account into our operating cash accounts within the same day.

We have the ability to convert a portion of our availability under the revolving credit facility to the new vehicle floor plan facility or the used vehicle floor plan facility. The maximum amount we are allowed to convert is determined based on our

Table of Contents

aggregate revolving commitment under the revolving credit facility, less $50.0 million. In addition, we are able to convert any amounts moved to the new vehicle floor plan facility or used vehicle floor plan facility back to the revolving credit facility.

In addition to our new and used vehicle floor plan facilities, we have loaner vehicle floor plan facilities with Bank of America and certain original equipment manufacturers (“OEMs”). Loaner vehicles notes payable related to Bank of America as of September 30, 2025 and December 31, 2024 were $69.6 million and $56.7 million, respectively. Loaner vehicles notes payable related to OEMs as of September 30, 2025 and December 31, 2024 were $202.9 million and $161.5 million, respectively.

Increases to 2023 Senior Credit Facility

On April 9, 2025, the Company obtained an amendment (the “Amendment”) to the Fourth Amended and Restated Credit Agreement (the "2023 Senior Credit Facility"), dated as of October 20, 2023, by and among the Company, as a borrower, certain of its subsidiaries, as vehicle borrowers, Bank of America, N.A., ("Bank of America") as administrative agent, and the other lenders party thereto.

The Amendment, among other things, provides for the following, subject to satisfaction of certain other customary conditions in each case:

•an increase of the aggregate commitments under the revolving credit facility, from $500.0 million to $925.0 million; and

•an increase of the aggregate commitments under the new vehicle floor plan facility, from $1.93 billion to $2.25 billion.

The increases under the Amendment were effective concurrently with the consummation of the Herb Chambers acquisition, which occurred on July 21, 2025.

Table of Contents

9. DEBT

Long-term debt consisted of the following:


	As of
	September 30, 2025		December 31, 2024
	(In millions)
4.50% Senior Notes due 2028	$	405.0	$	405.0
4.625% Senior Notes due 2029	800.0		800.0
4.75% Senior Notes due 2030	445.0		445.0
5.00% Senior Notes due 2032	600.0		600.0
Mortgage notes payable bearing interest at fixed rates	27.8		29.6
2025 Real Estate Facility	544.3		—
2021 Real Estate Facility	475.9		579.9
2021 BofA Real Estate Facility	153.0		158.6
2018 Bank of America Facility	35.2		37.9
2018 Wells Fargo Master Loan Facility	58.4		62.2

2015 Wells Fargo Master Loan Facility	—		32.0
2023 Syndicated Revolving Credit Facility	75.0		—
Finance lease liability	8.3		8.4
Total debt outstanding	3,627.9		3,158.5
Add—unamortized premium on 4.50% Senior Notes due 2028	0.4		0.5
Add—unamortized premium on 4.75% Senior Notes due 2030	0.9		1.1
Less—debt issuance costs	(23.8)		(21.5)
Long-term debt, including current portion	3,605.3		3,138.6
Less—current portion, net of debt issuance costs	(106.7)		(114.7)
Long-term debt	$	3,498.6	$	3,023.9

Wells Fargo Real Estate Facility

On July 21, 2025, certain subsidiaries of the Company borrowed $546.5 million (the “2025 Real Estate Facility”) under a real estate term loan credit agreement, dated as of July 21, 2025 (the “Real Estate Credit Agreement”) by and among the Company, certain of the Company’s subsidiaries that own or lease the real estate financed thereunder, as borrowers, Wells Fargo Bank, National Association, as administrative agent, and the various financial institutions parties thereto, as lenders. The Real Estate Facility matures ten years from the initial funding date (the “Maturity Date”). The Company used the proceeds from these borrowings, together with other available funds, to finance the Herb Chambers acquisition.

Term loans under the 2025 Real Estate Facility bear interest, at our option, based on (1) SOFR plus 2% per annum or (2) the Base Rate (as described below) plus 1% per annum. The Base Rate is the highest of (a) the Prime Rate, (b) the Federal Funds Rate plus .50% and (c) Term SOFR for a one month tenor in effect on such date plus 1%. We will be required to make 118 consecutive monthly principal payments, commencing September 1, 2025, with a balloon repayment of the outstanding principal amount of loans due on the Maturity Date. Borrowings under the 2025 Real Estate Facility are guaranteed by the Company and certain of the Company’s subsidiaries, and are collateralized by first priority liens, subject to certain permitted exceptions, on all of the real property financed thereunder.

The representations, warranties and covenants in the Real Estate Credit Agreement are customary for financing transactions of this nature, including, among others, a requirement to comply with a minimum consolidated fixed charge coverage ratio and maximum consolidated total lease adjusted leverage ratio, in each case as set out in the Real Estate Credit Agreement. In addition, certain other covenants could restrict our ability to incur additional debt, pay dividends or acquire or dispose of assets. The Real Estate Credit Agreement also provides for events of default that are customary for financing transactions of this nature, including cross-defaults to other material indebtedness. Upon the occurrence of an event of default, we could be required by the Real Estate Credit Agreement to immediately repay all amounts outstanding thereunder.

10. FINANCIAL INSTRUMENTS AND FAIR VALUE

In determining fair value, we use various valuation approaches, including market and income approaches. Accounting standards establish a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and

Table of Contents

minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability developed based on market data obtained from independent sources. Unobservable inputs are inputs that reflect our assumptions about the assumptions that market participants would use in pricing the asset or liability, developed based on the best information available in the circumstances. The hierarchy is broken down into three levels based on the reliability of inputs as follows:

Level 1-Valuations based on quoted prices in active markets for identical assets or liabilities that we have the ability to access.

Level 2-Valuations based on quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly. Assets and liabilities utilizing Level 2 inputs include interest rate swap instruments, exchange-traded debt securities that are not actively traded or do not have a high trading volume, mortgage notes payable and certain real estate properties on a non-recurring basis.

Level 3-Valuations based on inputs that are unobservable and significant to the overall fair value measurement. Asset and liability measurements utilizing Level 3 inputs include those used in estimating the fair value of certain non-financial assets and non-financial liabilities in purchase acquisitions and those used in the assessment of impairment for goodwill and intangible franchise rights.

The availability of observable inputs can vary and is affected by a wide variety of factors. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment required to determine fair value is greatest for instruments categorized in Level 3. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement is disclosed is determined based on the lowest level input that is significant to the fair value measurement.

Fair value is a market-based exit price measure considered from the perspective of a market participant who holds the asset or owes the liability rather than an entity-specific measure. Therefore, even when market assumptions are not readily available, our assumptions are set to reflect those that market participants would use in pricing the asset or liability at the measurement date. We use inputs that are current as of the measurement date, including during periods of significant market fluctuations.

Financial instruments consist primarily of cash and cash equivalents, investments, contracts-in-transit, accounts receivable, cash surrender value of corporate-owned life insurance policies, accounts payable, floor plan notes payable, subordinated long-term debt, mortgage notes payable and interest rate swap instruments. The carrying values of our financial instruments, with the exception of subordinated long-term debt and mortgage notes payable bearing interest at fixed rates, approximate fair value primarily due to (i) their short-term nature, (ii) recently completed market transactions, or (iii) existence of variable interest rates, which approximate market rates. The fair value of our subordinated long-term debt is based on reported market prices in an inactive market that reflect Level 2 inputs. We estimate the fair value of our mortgage notes payable using a present value technique based on current market interest rates for similar types of financial instruments that reflect Level 2 inputs.

Table of Contents

A summary of the carrying values and fair values of our subordinated long-term debt notes and our mortgage notes payable bearing interest at fixed rates is as follows:


	As of
	September 30, 2025		December 31, 2024
	(In millions)
Carrying Value:
4.50% Senior Notes due 2028	$	403.8	$	403.4
4.625% Senior Notes due 2029	793.0		791.9
4.75% Senior Notes due 2030	443.1		442.8
5.00% Senior Notes due 2032	593.7		593.0
Mortgage notes payable bearing interest at fixed rates	27.8		29.6
Total carrying value	$	2,261.4	$	2,260.6

Fair Value:
4.50% Senior Notes due 2028	$	398.4	$	385.8
4.625% Senior Notes due 2029	774.0		742.0
4.75% Senior Notes due 2030	430.5		412.7
5.00% Senior Notes due 2032	574.5		546.0
Mortgage notes payable bearing interest at fixed rates	27.9		29.3
Total fair value	$	2,205.3	$	2,115.8

Interest Rate Swap Agreements

We currently have five interest rate swap agreements. These swaps are designed to provide a hedge against changes in variable rate cash flows regarding fluctuations in the SOFR rate.

The following table provides information on the attributes of each swap as of September 30, 2025:


Inception Date	Notional Principal at Inception		Notional Value as of September 30, 2025		Notional Principal at Maturity		Maturity Date
	(In millions)
January 2022	$	300.0	$	247.5	$	228.8	December 2026
January 2022	$	250.0	$	250.0	$	250.0	December 2031
May 2021	$	184.4	$	153.0	$	110.6	May 2031
July 2020	$	93.5	$	67.1	$	50.6	December 2028
July 2020	$	85.5	$	58.6	$	57.3	November 2025

The fair value of cash flow swaps is calculated as the present value of expected future cash flows, determined on the basis of forward interest rates and present value factors. Fair value estimates reflect a credit adjustment to the discount rate applied to all expected cash flows under the swaps. Other than this input, all other inputs used in the valuation for these swaps are designated to be Level 2 inputs. The fair value of our swaps as of September 30, 2025 and December 31, 2024 reflect a net asset of $49.4 million and $76.6 million, respectively.

Table of Contents

The following table provides information regarding the fair value of our interest rate swap agreements and the impact on the condensed consolidated balance sheets:


	As of
	September 30, 2025		December 31, 2024
	(In millions)
Other current assets	$	14.9	$	20.3

Other long-term assets	34.5		56.3

Total fair value	$	49.4	$	76.6

Our interest rate swaps qualify for cash flow hedge accounting treatment. These interest rate swaps are marked to market at each reporting date and any unrealized gains or losses are included in accumulated other comprehensive income and reclassified to interest expense in the same period or periods during which the hedged transactions affect earnings. Information about the effects of our interest rate swap agreements in the accompanying condensed consolidated statements of income and condensed consolidated statements of comprehensive income, is as follows (in millions):


For the Three Months Ended September 30,	Results Recognized in Accumulated Other Comprehensive Income/(Loss) (Effective Portion)		Location of Results Reclassified from Accumulated Other Comprehensive Income/(Loss) to Earnings	Results Reclassified from Accumulated Other Comprehensive Income/(Loss) to Earnings
2025	$	1.1	Other interest expense, net	$	(6.1)
2024	$	(20.3)	Other interest expense, net	$	(8.9)


For the Nine Months Ended September 30,	Results Recognized in Accumulated Other Comprehensive Income/(Loss) (Effective Portion)		Location of Results Reclassified from Accumulated Other Comprehensive Income/(Loss) to Earnings	Results Reclassified from Accumulated Other Comprehensive Income/(Loss) to Earnings
2025	$	(8.8)	Other interest expense, net	$	(18.4)
2024	$	6.9	Other interest expense, net	$	(26.8)

On the basis of yield curve conditions as of September 30, 2025 and including assumptions about future changes in fair value, we expect the amount to be reclassified out of accumulated other comprehensive income into earnings within the next 12 months will be gains of $14.9 million.

Investments

The table below presents the Company’s investment securities that are measured at fair value on a recurring basis aggregated by the level in the fair value hierarchy within which those measurements fall:


	As of September 30, 2025
	Level 1		Level 2		Level 3		Total
	(In millions)
Cash equivalents	$	2.5	$	—	$	—	$	2.5
Short-term investments	0.5		0.4		—		0.9
U.S. Treasury	2.6		—		—		2.6
Municipal	—		5.0		—		5.0
Corporate	0.3		173.3		—		173.6
Mortgage and other asset-backed securities	—		231.3		—		231.3



Total	$	3.4	$	410.0	$	—	$	413.4

Table of Contents


	As of December 31, 2024
	Level 1		Level 2		Level 3		Total
	(In millions)
Cash equivalents	$	12.7	$	—	$	—	$	12.7
Short-term investments	3.5		10.9		—		14.4
U.S. Treasury	2.6		—		—		2.6
Municipal	—		10.6		—		10.6
Corporate	—		151.9		—		151.9
Mortgage and other asset-backed securities	—		169.1		—		169.1



Total	$	6.1	$	342.5	$	—	$	348.6

We review the fair value hierarchy classifications each reporting period. Changes in the observability of the valuation attributes may result in a reclassification of certain investments. Such reclassifications are reported as transfers in and out of Level 3, or between other levels, at the beginning fair value for the reporting period in which the changes occur.

Available-for-sale debt securities are recorded at fair value and any unrealized gains or losses are included in accumulated other comprehensive income and reclassified to finance and insurance, net revenue in the period or periods during which the debt securities are sold and the gains or losses are realized.

Information about the effects of our available-for-sale debt securities in the accompanying condensed consolidated statements of income and condensed consolidated statements of comprehensive income, is as follows (in millions):


For the Three Months Ended September 30,	Results Recognized in Accumulated Other Comprehensive Income/(Loss) (Effective Portion)		Location of Results Reclassified from Accumulated Other Comprehensive Income/(Loss) to Earnings	Results Reclassified from Accumulated Other Comprehensive Income/(Loss) to Earnings
2025	$	2.0	Revenue-Finance and insurance, net	$	0.3
2024	$	10.0	Revenue-Finance and insurance, net	$	0.3


For the Nine Months Ended September 30,	Results Recognized in Accumulated Other Comprehensive Income/(Loss) (Effective Portion)		Location of Results Reclassified from Accumulated Other Comprehensive Income/(Loss) to Earnings	Results Reclassified from Accumulated Other Comprehensive Income/(Loss) to Earnings
2025	$	7.2	Revenue-Finance and insurance, net	$	0.4
2024	$	6.0	Revenue-Finance and insurance, net	$	0.6

11. SUPPLEMENTAL CASH FLOW INFORMATION

During the nine months ended September 30, 2025 and 2024, we made interest payments, including amounts capitalized, totaling $196.3 million and $195.3 million, respectively.

During the nine months ended September 30, 2025 and 2024, we made income tax payments, net of refunds received, totaling $89.9 million and $64.5 million, respectively.

During the nine months ended September 30, 2025 and 2024, we transferred $379.7 million and $369.9 million, respectively, of loaner vehicles from other current assets to inventory in our condensed consolidated balance sheets. The aforementioned amounts are included in changes in inventories in the operating activities section of the accompanying condensed consolidated statements of cash flows.

12. SEGMENT INFORMATION

As of September 30, 2025, the Company had two reportable segments: (1) Dealerships and (2) TCA. Our dealership operations are organized by management into geographic region-based groups within the Dealerships segment. The operations of our F&I product provider are reflected within our TCA segment.

TCA's vehicle protection products are sold through affiliated dealerships and the revenue from the related commissions is included in finance and insurance, net revenue in the Dealerships segment before consolidation. The corresponding claims expense incurred and the amortization of deferred acquisition costs is recorded as a cost of sales in the TCA segment. The Dealerships segment also provides vehicle repair and maintenance services to TCA customers in connection with claims related to TCA's vehicle protection products. The gross profit earned by our parts and service departments for work performed for TCA customers is reflected as a reduction of parts and service cost of sales in the accompanying condensed consolidated statements

Table of Contents

of income. The costs incurred by TCA for work performed by our parts and service departments are included in finance and insurance cost of sales in the accompanying condensed consolidated statements of income.

The significant expense categories and amounts are consistent with the segment-level information that is regularly provided to the chief operating decision maker. Certain intersegment expenses are included within the amounts shown. Rent and related expenses include rent expense, utilities, property and casualty insurance, real estate tax and personal property tax. Other segment items for the TCA segment relate to selling, general and administrative expenses.

Reportable segment financial information for the three and nine months ended September 30, 2025 and 2024, are as follows:


	Three Months Ended September 30, 2025						Three Months Ended September 30, 2024
	Dealerships		TCA		Total		Dealerships		TCA		Total
	(In millions)
Revenue from external customers	$	4,719.8	$	81.1	$	4,800.9	$	4,159.7	$	77.0	$	4,236.7
Intersegment revenue	66.4		—		66.4		57.6		—		57.6
	$	4,786.2	$	81.1	$	4,867.2	$	4,217.3	$	77.0	$	4,294.3
Reconciliation of revenue
Elimination of inter-segment revenue					(66.4)						(57.6)
Total consolidated revenue					$	4,800.9					$	4,236.7

Less:
Cost of sales
New vehicle	2,367.9		—				2,013.1		—
Used vehicle	1,347.0		—				1,235.3		—
Parts and service	279.2		—				266.2		—
Finance and insurance	—		59.6				—		57.5
Selling, general and administrative expenses
Personnel costs	339.0		—				307.7		—
Rent and related expenses	39.5		—				37.2		—
Advertising	18.7		—				16.0		—
Other selling, general and administrative expense	133.1		—				108.4		—
Other segment items	—		1.9				—		1.6
Depreciation and amortization	21.2		—				18.8		0.1
Floor plan interest expense	26.7		—				22.3		—
Segment operating income	$	213.9	$	19.6	$	233.5	$	192.4	$	17.8	$	210.1

Reconciliation of segment operating income
Intersegment eliminations
Total intersegment revenue eliminations					(66.4)						(57.6)
Total intersegment cost of sales eliminations					55.3						53.4
Deferral of SG&A expense (related to capitalized contract costs offset by amortization)					5.1						4.3
Total intersegment eliminations					(5.9)						0.2
Asset impairments					(11.7)						—
Other interest expense, net					(51.3)						(45.7)
Gain on dealership divestitures, net					35.7						5.0
Income before income taxes					$	200.2					$	169.7

Table of Contents


	Nine Months Ended September 30, 2025						Nine Months Ended September 30, 2024
	Dealerships		TCA		Total		Dealerships		TCA		Total
	(In millions)
Revenue from external customers	$	13,077.8	$	244.7	$	13,322.5	$	12,457.6	$	226.5	$	12,684.1
Intersegment revenue	202.9		—		202.9		167.0		—		167.0
	$	13,280.7	$	244.7	$	13,525.4	$	12,624.6	$	226.5	$	12,851.1
Reconciliation of revenue
Elimination of inter-segment revenue					(202.9)						(167.0)
Total consolidated revenue					$	13,322.5					$	12,684.1

Less:
Cost of sales
New vehicle	6,506.8		—				5,924.4		—
Used vehicle	3,735.0		—				3,767.3		—
Parts and service	790.4		—				782.9		—
Finance and insurance	—		179.8				—		165.8
Selling, general and administrative expenses
Personnel costs	966.8		—				939.2		—
Rent and related expenses	89.3		—				103.1		—
Advertising	51.0		—				47.8		—
Other selling, general and administrative expense	362.1		—				332.1		—
Other segment items	—		5.5				—		5.1
Depreciation and amortization	59.3		0.2				55.5		0.3
Floor plan interest expense	65.6		—				66.1		—
Segment operating income	$	654.4	$	59.2	$	713.6	$	606.2	$	55.3	$	661.5

Reconciliation of segment operating income
Intersegment eliminations
Total intersegment revenue eliminations					(202.9)						(167.0)
Total intersegment cost of sales eliminations					168.2						154.9
Deferral of SG&A expense (related to capitalized contract costs offset by amortization)					15.9						15.7
Total intersegment eliminations					(18.9)						3.7
Asset impairments					(26.0)						(135.4)
Other interest expense, net					(135.0)						(134.9)
Gain on dealership divestitures, net					45.8						8.6
Income before income taxes					$	579.5					$	403.6

Table of Contents

Total assets by segment as of September 30, 2025 and December 31, 2024 are as follows:


	As of September 30, 2025
	Dealerships		TCA		Total Reportable Segments		Eliminations		Total Company
	(In millions)
Total assets	$	10,575.0	$	1,020.2	$	11,595.2	$	178.3	$	11,773.5


	As of December 31, 2024
	Dealerships		TCA		Total Reportable Segments		Eliminations		Total Company
	(In millions)
Total assets	$	9,227.6	$	1,049.4	$	10,277.0	$	60.1	$	10,337.0

13. COMMITMENTS AND CONTINGENCIES

On August 3, 2022, we received a Civil Investigative Demand (“CID”) from the Federal Trade Commission (the "FTC") requesting information and documents concerning the Company’s corporate structure and operation of six of its dealerships. We responded to the CID by producing information and documents for the period August 1, 2019 to April 24, 2023. On February 8, 2024, the FTC staff counsel sent to us a proposed consent order and draft complaint, alleging that the Company and three of our dealerships had violated Section 5 of the Federal Trade Commission Act (“FTC Act”) and certain provisions of the Equal Credit Opportunity Act (“ECOA”) in connection with the sale of add-on products (e.g., vehicle service contracts, maintenance plans, etc.), and advising that it would recommend the filing of an enforcement action if the Company did not settle the FTC’s claims. On August 16, 2024, after discussions with the FTC stalled, the FTC initiated an administrative proceeding by filing an enforcement action against the Company. On October 4, 2024, the Company filed suit against the FTC in the United States District Court for the Northern District of Texas, seeking to enjoin the FTC’s administrative proceeding on the ground that the administrative proceeding was unconstitutional. Both the administrative proceeding and the Company’s lawsuit remain pending. While the Company disputes the FTC’s allegations, we are unable to reasonably predict the possible outcome of this matter at this time, or provide a reasonably possible range of loss, if any. There can be no assurance that the Company will succeed in either the FTC’s administrative proceeding against the Company or in the Company’s lawsuit against the FTC, and the FTC’s allegations, whether meritorious or not, may adversely affect our ability to attract customers, result in the loss of existing customers, harm our reputation and cause us to incur defense costs and other expenses.

Our dealerships are party to dealer and framework agreements with applicable vehicle manufacturers. In accordance with these agreements, each dealership has certain rights and is subject to restrictions typical in the industry. The ability of these manufacturers to influence the operations of the dealerships or the loss of any of these agreements could have a materially negative impact on our operating results.

In some instances, manufacturers may have the right, and may direct us, to implement costly capital improvements to dealerships as a condition to entering into, renewing, or extending franchise agreements with them. Manufacturers also typically require that their franchises meet specific standards of appearance. These factors, either alone or in combination, could cause us to use our financial resources on capital projects that we might not have planned for or otherwise determined to undertake.

From time to time, we and our dealerships are or may become involved in various claims relating to, and arising out of, our business and our operations. These claims may involve, but not be limited to, financial and other audits by vehicle manufacturers or lenders and certain federal, state, and local government authorities, which have historically related primarily to (i) incentive and warranty payments received from vehicle manufacturers, or allegations of violations of manufacturer agreements or policies, (ii) compliance with lender rules and covenants, and (iii) payments made to government authorities relating to federal, state, and local taxes, as well as compliance with other government regulations. Claims may also arise through litigation, government proceedings, and other dispute resolution processes. Such claims, including class actions, could relate to, but may not be limited to, the practice of charging administrative fees and other fees and commissions, employment-related matters, truth-in-lending and other dealer assisted financing obligations, contractual disputes, regulatory and compliance issues, disputes arising out of cyber incidents or the disclosure of Personally Identifiable Information (“PII”), actions brought by governmental authorities, and other matters.

We evaluate pending and threatened claims and establish loss contingency reserves based upon outcomes we currently believe to be probable and reasonably estimable. We believe we have adequately accrued reserves for the potential impact of loss contingencies that are probable and reasonably estimable. Based on our review of the various types of claims currently known to us, there is no indication of material reasonably possible losses in excess of amounts accrued in the aggregate. We

Table of Contents

currently do not anticipate that any known claim will materially adversely affect our financial condition, liquidity, or results of operations. However, the outcome of any matter cannot be predicted with certainty, and an unfavorable resolution of one or more matters presently known or arising in the future could have a material adverse effect on our financial condition, liquidity, or results of operations.

A significant portion of our business involves the sale of vehicles, parts, or vehicles composed of parts that are manufactured outside the United States. As a result, our operations are subject to customary risks of importing merchandise, including fluctuations in the relative values of currencies, import duties, exchange controls, trade restrictions, work stoppages and general political and socio-economic conditions in foreign countries. The United States or the countries from which our products are imported may, from time to time, impose new quotas, duties, tariffs, or other restrictions, or may adjust presently prevailing quotas, duties, or tariffs, which may affect our operations, the pricing of our products and services, and our ability to purchase imported vehicles and/or parts at reasonable prices.

Substantially all of our facilities are subject to federal, state and local provisions regarding the discharge of materials into the environment. Compliance with these provisions has not had, nor do we expect such compliance to have, any material effect upon our capital expenditures, net earnings, financial condition, liquidity, or competitive position. We believe that our current practices and procedures for the control and disposition of such materials comply with applicable federal, state and local requirements. No assurances can be provided, however, that future laws or regulations, or changes in existing laws or regulations, would not require us to expend significant resources in order to comply therewith.

We had $25.2 million of letters of credit outstanding as of September 30, 2025, which are required by certain of our insurance providers. In addition, as of September 30, 2025, we maintained a $24.5 million surety bond line in the ordinary course of our business. Our letters of credit and surety bond line are considered to be off balance sheet arrangements.

Our other material commitments include (i) floor plan notes payable, (ii) operating leases, (iii) long-term debt and (iv) interest on long-term debt.

Table of Contents

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking Information

Certain of the discussions and information included or incorporated by reference in this report may constitute "forward-looking statements" within the meaning of the federal securities laws. Forward-looking statements are statements that are not historical in nature and may include statements relating to our goals, plans and projections regarding industry and general economic trends, our expected financial position, results of operations or market position and our business strategy. Such statements can generally be identified by words such as "may," "target," "could," "would," "will," "should," "believe," "expect," "anticipate," "plan," "intend," "foresee," and other similar words or phrases. Forward-looking statements may also relate to our expectations and assumptions with respect to, among other things:

•the seasonally adjusted annual rate of new vehicle sales in the United States;

•general economic conditions and its expected impact on our revenue and expenses;

•our expected parts and service revenue due to, among other things, improvements in vehicle technology;

•our ability to limit our exposure to regional economic downturns due to our geographic diversity and brand mix;

•manufacturers' continued use of incentive programs to drive demand for their product offerings;

•our capital allocation strategy, including as it relates to acquisitions and divestitures, stock repurchases and capital expenditures;

•our revenue growth strategy;

•the growth of the brands that comprise our portfolio over the long-term;

•disruptions in the production and supply of vehicles and parts from our vehicle and parts manufacturers and other suppliers, which can disrupt our operations; and

•our estimated future capital expenditures, which can be impacted by increasing prices and labor shortages and acquisitions and divestitures.

Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual future results, performance or achievements to be materially different from any future results, performance, or achievements expressed or implied by the forward-looking statements. Such factors include, but are not limited to:

•the ability to acquire and successfully integrate acquired businesses into our existing operations, realize expected benefits and synergies from such acquisitions, and identify and remediate insufficient control activities of the acquired businesses, if any, given that substantially all of our acquired businesses are private companies;

•the effects of increased expenses or unanticipated liabilities incurred as a result of, or due to activities related to our acquisitions or divestitures;

•changes in general economic and business conditions, including the current inflationary environment, the current interest rate environment, changes in U.S. trade policy, including the imposition of tariffs, changes in employment levels, consumer confidence levels, consumer demand and preferences, the availability and cost of credit, fuel prices and levels of discretionary personal income;

•our ability to generate sufficient cash flows, maintain our liquidity and obtain any necessary additional funds for working capital, capital expenditures, acquisitions, stock repurchases, debt maturity payments and other corporate purposes, if necessary or desirable;

•significant disruptions in the production and delivery of vehicles and parts, or our business operations, for any reason, including supply shortages, natural disasters, severe weather including hurricanes and hail, civil unrest, both at home and abroad, product recalls, work stoppages or other occurrences that are outside of our control;

•our ability to successfully attract and retain skilled employees;

•our ability to successfully operate, including our ability to maintain, and obtain future necessary regulatory approvals, for Total Care Auto, Powered by Landcar ("TCA"), our finance and insurance ("F&I ") product provider;

•adverse conditions affecting the vehicle manufacturers whose brands we sell, and their ability to design, manufacture, deliver and market their vehicles successfully;

•changes in the mix and total number of vehicles we are able to sell;

Table of Contents

•our outstanding indebtedness and our continued ability to comply with applicable covenants in our various financing and lease agreements, or to obtain waivers of these covenants as necessary;

•high levels of competition in our industry, which may create pricing and margin pressures on our products and services;

•our relationships with manufacturers of the vehicles we sell and our ability to renew, and enter into new framework and dealer agreements with vehicle manufacturers whose brands we sell, on terms acceptable to us;

•the availability of manufacturer incentive programs and our ability to earn these incentives;

•failure of our management information systems and our ability to successfully transition between key information systems, including our ability to successfully incorporate new technologies and transition to Tekion, a dealer management systems provider, from CDK, our existing DMS provider;

•failure of management information systems used or maintained by our third-party service providers;

•any data security breaches occurring, including with regard to PII;

•changes in laws and regulations governing the operation of automobile franchises, including trade restrictions, consumer protections, accounting standards, taxation requirements and environmental laws;

•macroeconomic and geopolitical conditions, including global trade relations, changes to consumer and business confidence, international tensions, hostilities and instability, a slowdown in U.S. or global economic growth, higher rates of unemployment, changes in interest rates, inflation, and market volatility;

•changes in, or the imposition of, new tariffs or trade restrictions on imported vehicles or parts;

•adverse results from litigation, regulatory investigations or other similar proceedings involving us, including costs, expenses, settlements and judgments related thereto;

•our ability to consummate planned or pending mergers, acquisitions and dispositions;

•any disruptions in the financial markets, which may impact our ability to access capital;

•our relationships with, and the financial stability of, our lenders and lessors;

•our ability to execute our initiatives and other strategies;

•our ability to leverage scale and cost structure to improve operating efficiencies across our dealership portfolio; and

• our ability to remediate material weakness and the ongoing effectiveness of internal control over financial reporting.

Many of these factors are beyond our ability to control or predict, and their ultimate impact could be material. Moreover, the factors set forth under "Item 1A. Risk Factors" and other cautionary statements made in this report should be read and considered as forward-looking statements subject to such uncertainties. We urge you to carefully consider those factors.

Forward-looking statements speak only as of the date of this report. We expressly disclaim any obligation to update any forward-looking statements contained herein.

OVERVIEW

We are one of the largest automotive retailers in the United States. As of September 30, 2025, through our Dealerships segment, we owned and operated 230 new vehicle franchises (175 dealership locations), representing 36 brands of automobiles, within 15 states. As of September 30, 2025, we also operated 39 collision centers, and Total Care Auto, Powered by Landcar ("TCA"), our F&I product provider. Our stores offer an extensive range of automotive products and services, including new and used vehicles; parts and service, which include repair and maintenance services, replacement parts and collision repair services; and finance and insurance products. The finance and insurance products are provided by both TCA and independent third parties. The F&I products offered by TCA are sold through affiliated dealerships. For the nine months ended September 30, 2025, our new vehicle revenue brand mix consisted of 31% luxury, 41% imports and 29% domestic brands. The Company manages its operations in two reportable segments: Dealerships and TCA.

Our Dealerships segment revenues are derived primarily from: (i) the sale of new vehicles; (ii) the sale of used vehicles to individual retail customers ("used retail") and to other dealers at auction ("wholesale") (the terms "used retail" and "wholesale" are collectively referred to as "used"); (iii) repair and maintenance services, including collision repair, the sale of automotive replacement parts, and the reconditioning of used vehicles (collectively referred to as "parts and service"); and (iv) the arrangement of third-party vehicle financing and the sale of a number of vehicle protection products. F&I products are offered by dealerships to customers in connection with the purchase of vehicles through either TCA or independent third parties. We evaluate the results of our new and used vehicle sales based on unit volumes and gross profit per vehicle sold, our parts and

Table of Contents

service operations based on aggregate gross profit, and our F&I business based on F&I gross profit per vehicle sold. Amounts presented have been calculated using non-rounded amounts for all periods presented and therefore certain amounts may not compute.

Our continued organic growth is dependent upon the execution of our balanced automotive retailing and service business strategy, the continued strength of our brand mix and the production and allocation of desirable vehicles from the automobile manufacturers whose brands we sell. Our vehicle sales have historically fluctuated with product availability as well as local and national economic conditions, including consumer confidence, availability of consumer credit, fuel prices and employment levels.

In addition, our ability to sell certain new and used vehicles can be negatively impacted by a number of factors, some of which are outside of our control. Certain manufacturers continue to be hampered by the lack of availability of parts and key components from suppliers which has impacted new vehicle inventory levels and availability of certain parts. We cannot predict with any certainty how long the automotive retail industry will continue to be subject to these production slowdowns or when normalized production will resume at these manufacturers.

Recent Events

Herb Chambers acquisition

On July 21, 2025, the Company completed its previously announced acquisition of substantially all of the assets, including real property and businesses of The Herb Chambers Companies (the "Herb Chambers Dealerships") pursuant to a Purchase and Sale Agreement (the "Transaction Agreement") with various entities that comprise the Herb Chambers automotive group (the "Herb Chambers acquisition") for an aggregate purchase price of approximately $1.78 billion. The acquisition was primarily funded with borrowings under Asbury’s existing senior credit facility and borrowings under the 2025 Real Estate Facility. The Herb Chambers acquisition comprised 33 dealerships, 52 franchises and three collision centers and real property and businesses of the Herb Chambers Dealerships (collectively, the "Businesses").

Macroeconomic and geopolitical considerations

The demand and availability for and pricing of our products and services may be adversely impacted by economic conditions and financial developments, including increasing interest rates, rising inflation, high energy prices, a potential recessionary environment and other factors. The automotive retail industry is influenced by general economic conditions, particularly consumer confidence and consumer spending, interest rates, fuel prices, exchange rates, technology and business model changes, supply conditions, consumer transportation preferences, credit availability, and the unemployment rate. Consumer spending can be materially and adversely impacted by periods of economic uncertainty or by consumer concern regarding manufacturer viability. In addition, local economic, competitive and other conditions affect the performance of our dealerships. Our results of operations depend substantially on general economic conditions and consumer spending in those regions where we maintain operations.

Tariffs and trade risks

A significant portion of our business involves the sale of vehicles, parts, or vehicles composed of, or maintenance and repair services including, parts that are manufactured outside the U.S. Changes or increases in tariffs, trade restrictions, fluctuations in foreign currency exchange rates, the negotiation of new trade agreements, non-tariff trade barriers, local content requirements, uncertainty surrounding global trade policies, and the imposition of new or retaliatory tariffs against certain countries or covering certain products, including vehicles and parts, may affect our competitive position and impair our ability to sell and service vehicles and parts, and have a material adverse effect on our results of operations.

In late January 2025, the U.S. government commenced a broad review of U.S. trade relations, following which it began issuing numerous executive orders and other public policy statements imposing or threatening to impose tariffs on certain countries, materials, and industries, including the automotive industry. Such tariffs include a 25% tariff on imports of automobiles and certain automobile parts, with different rates for some countries as a result of respective trade deals. In response, certain impacted countries have imposed or threatened various corresponding retaliatory tariffs and other actions. If maintained, these and other newly announced tariffs and actions and the potential escalation of trade disputes are expected to affect the automotive industry generally, including manufacturers, distributors and retailers of vehicles, parts and supplies. The extent of the tariffs and the resulting impact on general economic conditions and on our business are uncertain and depend on various factors, such as negotiations between the U.S. and affected countries, the duration of such tariffs, the responses of other countries or regions to such tariffs, the actual increases in the costs of vehicles, products and raw materials, and exemptions or exclusions that may be granted. Should tariffs increase and be sustained, our inventory acquisition and carrying costs, and the production costs for many of our manufacturer, distributor and supplier partners, may be increased, which costs may be passed on to us and consumers through higher prices for many new vehicles and certain parts we sell. These increased prices may

Table of Contents

adversely affect our new vehicle sales and related finance and insurance sales and may adversely impact demand for such vehicles and parts, and could materially and adversely affect the results of our operations.

Financial Highlights

Highlights related to our financial condition and results of operations include the following:

•Consolidated revenue for the nine months ended September 30, 2025, increased to $13.32 billion, compared to $12.68 billion for the prior year.

•Consolidated gross profit for the nine months ended September 30, 2025, increased to $2.28 billion, compared to $2.20 billion for the prior year.

•The increase in consolidated revenue is primarily due to an increase in new vehicles units sold and parts and service volume growth offset partially by a decrease in used vehicle units sold. The increase in consolidated gross profit is primarily due to an increase in growth in our parts and services gross profit, an increase in used vehicle gross profit per vehicle sold which was offset by lower gross profit per vehicle sold for new vehicles as margins continue to shift downward from the historic highs in recent years.

•Our capital allocation priorities were supported by the repurchase of 220,587 shares for $50.0 million for the nine months ended September 30, 2025, under our share repurchase program.

•We incurred borrowings under our 2023 Senior Credit Facility and 2025 Real Estate Facility upon the consummation of the Herb Chambers acquisition which will increase future floor plan interest expense and other interest expense, net. See Note 3 "Acquisitions and Divestitures" of the notes to the condensed consolidated financial statements for more information.

Table of Contents

CONSOLIDATED RESULTS OF OPERATIONS

The Company's operating results for the three and nine months ended September 30, 2025 include the results of the Herb Chambers Businesses acquired in the third quarter of 2025. Accordingly, the increases in revenue and gross profit for the three and nine months ended September 30, 2025 compared to the three and nine months ended September 30, 2024 are largely a result of this acquisition.

We assess the organic growth of our revenue and gross profit on a same store basis. We believe that our assessment on a same store basis represents an important indicator of comparative financial performance and provides relevant information to assess our performance. As such, for the following discussion, same store amounts consist of information from dealerships for identical months in each comparative period, commencing with the first full month we owned the dealership. Additionally, amounts related to divested dealerships are excluded from each comparative period.

Three Months Ended September 30, 2025 Compared to the Three Months Ended September 30, 2024


	For the Three Months Ended September 30,				Increase (Decrease)		% Change
	2025		2024
	(Dollars in millions, except per share data)
REVENUE:
New vehicle	$	2,528.9	$	2,163.5	$	365.4	17	%
Used vehicle	1,412.2		1,294.7		117.5		9	%
Parts and service	659.4		593.1		66.3		11	%
Finance and insurance, net	200.3		185.4		14.9		8	%
TOTAL REVENUE	4,800.9		4,236.7		564.2		13	%
GROSS PROFIT:
New vehicle	161.0		150.4		10.6		7	%
Used vehicle	65.3		59.4		5.9		10	%
Parts and service	389.1		337.1		52.0		15	%
Finance and insurance	187.1		171.2		15.9		9	%
TOTAL GROSS PROFIT	802.5		718.0		84.5		12	%
OPERATING EXPENSES:
Selling, general, and administrative	527.1		466.5		60.6		13	%
Depreciation and amortization	21.2		18.9		2.3		12	%
Asset impairments	11.7		—		11.7		NM

INCOME FROM OPERATIONS	242.6		232.7		9.9		4	%
OTHER EXPENSES (INCOME):
Floor plan interest expense	26.7		22.3		4.4		20	%
Other interest expense, net	51.3		45.7		5.6		12	%

Gain on dealership divestitures, net	(35.7)		(5.0)		(30.7)		NM
Total other expenses, net	42.3		63.0		(20.6)		(33)	%
INCOME BEFORE INCOME TAXES	200.2		169.7		30.5		18	%
Income tax expense	53.1		43.4		9.7		22	%


NET INCOME	$	147.1	$	126.3	$	20.8	16	%

Net income per common share—Diluted	$	7.52	$	6.37	$	1.14	18	%

______________________________

NM—Not Meaningful

Table of Contents


	For the Three Months Ended September 30,
	2025		2024
REVENUE MIX PERCENTAGES:
New vehicle	52.7	%	51.1	%
Used vehicle retail	25.6	%	27.1	%
Used vehicle wholesale	3.9	%	3.5	%
Parts and service	13.7	%	14.0	%
Finance and insurance, net	4.2	%	4.4	%
Total revenue	100.0	%	100.0	%
GROSS PROFIT MIX PERCENTAGES:
New vehicle	20.1	%	20.9	%
Used vehicle retail	7.7	%	7.8	%
Used vehicle wholesale	0.5	%	0.5	%
Parts and service	48.5	%	46.9	%
Finance and insurance, net	23.3	%	23.8	%
Total gross profit	100.0	%	100.0	%
GROSS PROFIT MARGIN	16.7	%	16.9	%
SG&A EXPENSE AS A PERCENTAGE OF GROSS PROFIT	65.7	%	65.0	%

Total revenue during the third quarter of 2025 increased by $564.2 million (13%) compared to the third quarter of 2024, due to a $365.4 million (17%) increase in new vehicle revenue, a $117.5 million (9%) increase in used vehicle revenue, a $66.3 million (11%) increase in parts and service revenue and a $14.9 million (8%) increase in F&I, net revenue. During the three months ended September 30, 2025, gross profit increased by $84.5 million (12%) driven by a $52.0 million (15%) increase in parts and service gross profit, a $15.9 million (9%) increase in F&I gross profit, a $10.6 million (7%) increase in new vehicle gross profit and a $5.9 million (10%) increase in used vehicle gross profit.

Income from operations during the three months ended September 30, 2025 increased by $9.9 million (4%) compared to three months ended September 30, 2024, primarily due to the $84.5 million (12%) increase in gross profit offset by a $60.6 million (13%) increase in selling, general and administrative expenses and an $11.7 million increase in asset impairment expense.

Total other expenses, net decreased by $20.6 million (33%) during the third quarter of 2025 as compared to the third quarter of 2024, primarily as a result of a $30.7 million increase in the gain on dealership divestitures, net offset by a $5.6 million increase in other interest expense, net and a $4.4 million increase in floor plan interest expense. Income before income taxes increased $30.5 million to $200.2 million for the three months ended September 30, 2025 as compared to the three months ended September 30, 2024. Overall, net income increased by $20.8 million during the third quarter of 2025 as compared to the third quarter of 2024.

Table of Contents

New Vehicle—


	For the Three Months Ended September 30,				Increase (Decrease)		% Change
	2025		2024
	(Dollars in millions, except for per vehicle data)
As Reported:
Revenue:
Luxury	$	814.4	$	639.2	$	175.2	27	%
Import	1,034.6		897.0		137.6		15	%
Domestic	679.9		627.3		52.6		8	%
Total new vehicle revenue	$	2,528.9	$	2,163.5	$	365.4	17	%
Gross profit:
Luxury	$	70.6	$	61.8	$	8.8	14	%
Import	57.9		56.4		1.5		3	%
Domestic	32.5		32.1		0.4		1	%
Total new vehicle gross profit	$	161.0	$	150.4	$	10.6	7	%
New vehicle units:
Luxury	10,918		8,951		1,967		22	%
Import	25,080		22,500		2,580		11	%
Domestic	12,072		11,156		916		8	%
Total new vehicle units	48,070		42,607		5,463		13	%

Same Store:
Revenue:
Luxury	$	622.5	$	611.8	$	10.6	2	%
Import	966.8		840.3		126.5		15	%
Domestic	634.7		598.9		35.8		6	%
Total new vehicle revenue	$	2,224.0	$	2,051.0	$	172.9	8	%
Gross profit:
Luxury	$	55.9	$	59.1	$	(3.2)	(5)	%
Import	52.7		53.3		(0.6)		(1)	%
Domestic	28.9		30.7		(1.8)		(6)	%
Total new vehicle gross profit	$	137.5	$	143.1	$	(5.6)	(4)	%
New vehicle units
Luxury	8,403		8,514		(111)		(1)	%
Import	23,423		21,092		2,331		11	%
Domestic	11,296		10,681		615		6	%
Total new vehicle units	43,122		40,287		2,835		7	%

Table of Contents

New Vehicle Metrics—


	For the Three Months Ended September 30,						Increase (Decrease)			% Change
	2025			2024
As Reported:
Revenue per new vehicle sold	$	52,609		$	50,778		$	1,830		4	%
Gross profit per new vehicle sold	$	3,350		$	3,529		$	(180)		(5)	%
New vehicle gross margin	6.4		%	7.0		%	(0.6)		%

Luxury:
Gross profit per new vehicle sold	$	6,471		$	6,906		$	(436)		(6)	%
New vehicle gross margin	8.7		%	9.7		%	(1.0)		%
Import:
Gross profit per new vehicle sold	$	2,308		$	2,508		$	(200)		(8)	%
New vehicle gross margin	5.6		%	6.3		%	(0.7)		%
Domestic:
Gross profit per new vehicle sold	$	2,692		$	2,881		$	(189)		(7)	%
New vehicle gross margin	4.8		%	5.1		%	(0.3)		%

Same Store:
Revenue per new vehicle sold	$	51,574		$	50,911		$	663		1	%
Gross profit per new vehicle sold	$	3,188		$	3,552		$	(363)		(10)	%
New vehicle gross margin	6.2		%	7.0		%	(0.8)		%

Luxury:
Gross profit per new vehicle sold	$	6,648		$	6,937		$	(289)		(4)	%
New vehicle gross margin	9.0		%	9.7		%	(0.7)		%
Import:
Gross profit per new vehicle sold	$	2,249		$	2,527		$	(278)		(11)	%
New vehicle gross margin	5.4		%	6.3		%	(0.9)		%
Domestic:
Gross profit per new vehicle sold	$	2,562		$	2,876		$	(314)		(11)	%
New vehicle gross margin	4.6		%	5.1		%	(0.6)		%

For the three months ended September 30, 2025, new vehicle revenue increased by $365.4 million (17%) due to an increase in new vehicle units sold of 5,463 (13%) and an $1,830 (4%) increase in revenue per new vehicle sold as compared to the three months ended September 30, 2024. Same store new vehicle revenue increased by $172.9 million, driven by an increase in new vehicles sold of 2,835 (7%) and a $663 (1%) increase in revenue per new vehicle sold as compared to the three months ended September 30, 2024.

For the three months ended September 30, 2025, new vehicle gross profit and same store new vehicle gross profit increased by $10.6 million (7%) and decreased by $5.6 million (4%), respectively. Same store new vehicle gross margin for the three months ended September 30, 2025, decreased 79 basis points to 6.2%. A 58 basis points decrease was seen in new vehicle gross profit margins, as reported. The decrease in our new vehicle gross profit margin was primarily attributable to the continued easing of new vehicle inventory constraints which softened the historically high new vehicle margins seen in recent years.

The seasonally adjusted annual rate ("SAAR") for new vehicle sales in the U.S. during the three months ended September 30, 2025, was approximately 16.3 million which increased as compared to approximately 15.6 million during the three months ended September 30, 2024. The increase in SAAR period over period reflects higher consumer demand for new vehicles driven by automobile tariff uncertainty and expiring electric vehicle federal tax credits. We also continue to be impacted by the significant variation in new vehicle days supply among brands and models.

Table of Contents

Used Vehicle—


	For the Three Months Ended September 30,				Increase (Decrease)		% Change
	2025		2024
	(Dollars in millions, except for per vehicle data)
As Reported:
Revenue:
Used vehicle retail revenue	$	1,226.8	$	1,148.5	$	78.3	7	%
Used vehicle wholesale revenue	185.5		146.2		39.3		27	%
Used vehicle revenue	$	1,412.2	$	1,294.7	$	117.5	9	%
Gross profit:
Used vehicle retail gross profit	$	61.5	$	56.1	$	5.4	10	%
Used vehicle wholesale gross profit	3.8		3.3		0.5		14	%
Used vehicle gross profit	$	65.3	$	59.4	$	5.9	10	%
Used vehicle retail units:
Used vehicle retail units	37,696		37,347		349		1	%

Same Store:
Revenue:
Used vehicle retail revenue	$	1,092.2	$	1,098.6	$	(6.4)	(1)	%
Used vehicle wholesale revenue	171.6		143.2		28.3		20	%
Used vehicle revenue	$	1,263.8	$	1,241.8	$	22.0	2	%
Gross profit:
Used vehicle retail gross profit	$	53.2	$	54.4	$	(1.3)	(2)	%
Used vehicle wholesale gross profit	2.9		3.6		(0.7)		(19)	%
Used vehicle gross profit	$	56.1	$	58.0	$	(1.9)	(3)	%
Used vehicle retail units:
Used vehicle retail units	34,294		35,597		(1,303)		(4)	%

Used Vehicle Metrics—


	For the Three Months Ended September 30,					Increase (Decrease)		% Change
	2025			2024
As Reported:
Revenue per used vehicle retailed	$	32,543		$	30,751	$	1,792	6	%
Gross profit per used vehicle retailed	$	1,631		$	1,501	$	130	9	%
Used vehicle retail gross margin	5.0		%

ASBURY AUTOMOTIVE GROUP INC 10-Q