Naidoo Shamla 4

What Happened
Shamla Naidoo, a director of Asbury Automotive Group (ABG), was granted 932 restricted shares on Feb 9, 2026 that vested immediately. To cover tax withholding on the vested award, 327 of those shares were surrendered (disposition) at a per-share value of $225.21, totaling about $73,644. Net shares received by the director were 605 (932 granted minus 327 withheld). The grant is reported as an Award/Grant (code A) and the withholding as tax payment (code F).

Key Details

• Transaction date: February 9, 2026; Form 4 filed February 11, 2026 (generally timely for a Form 4 reporting a Feb 9 transaction).
• Award: 932 restricted shares granted at $0.00 (acquisition via award); vested immediately (footnote F1).
• Tax withholding: 327 shares withheld/disposed at $225.21 per share = $73,644 (footnote F2).
• Net new shares to insider: 605 shares retained after withholding.
• Filing notes: Footnotes state the award was compensation for board service and that shares were withheld to satisfy tax liabilities. No 10b5-1 plan or other trading plan is indicated.

Context
This was a compensation-related restricted stock award that vested immediately; the withholding of shares to pay taxes is a routine administrative action and not the same as an open-market sale. Purchases or open-market buys typically carry more direct implications about insider sentiment, whereas awards and tax withholdings mainly reflect compensation and tax settlement.