Calloway Dean 4

What Happened
Calloway Dean, Senior Vice President, General Counsel & Secretary of Asbury Automotive Group (ABG), had a total of 63 shares of ABG common stock withheld and disposed to cover tax obligations upon vesting. On 2026-02-14, 32 shares were withheld/disposed at $229.44 each ($7,342) and 31 shares at $229.44 each ($7,113), for a combined disposal value of approximately $14,455. This was a tax-withholding event tied to the vesting of equity awards and not an open-market sale initiated as an investment decision.

Key Details

• Transaction date: 2026-02-14; Filing date: 2026-02-18.
• Prices and amounts: 32 shares @ $229.44 = $7,342; 31 shares @ $229.44 = $7,113; total ~ $14,455.
• Shares owned after transaction: not specified in the provided filing summary.
• Footnotes: F1 = shares withheld to pay taxes on one‑third of restricted share units (granted 2023-02-14). F2 = shares withheld to pay taxes on one‑third of performance share units (granted 2023-02-14).
• Transaction type code: F (shares withheld for taxes upon vesting) — routine withholding, not a discretionary market sale.

Context
Withholding shares to satisfy tax obligations upon vesting is a common administrative step and does not necessarily indicate the insider is reducing their investment stake by choice. For retail investors, note that purchases or open‑market sales typically convey more about insider sentiment than routine tax-withholding disposals.