Calloway Dean 4

What Happened

• Calloway Dean, Senior Vice President, General Counsel & Secretary of Asbury Automotive Group (ABG), had 143 shares of ABG common stock withheld on Feb 19, 2026 to cover tax liabilities related to the vesting of restricted stock units. The withheld shares were valued at $229.78 each, for a total of $32,859. This was a tax-withholding disposition (transaction code F), not an open-market sale or purchase.

Key Details

• Transaction date: 2026-02-19. Price per share: $229.78. Total value: $32,859.
• Transaction code: F (shares withheld to satisfy tax withholding obligations).
• Footnote: Represents shares withheld for taxes upon vesting of one‑third of RSUs granted on Feb 19, 2025.
• Shares owned after the transaction: not specified in the provided filing.
• Filing timeliness: reported on 2026-02-19 (same day as the transaction/report date), indicating a timely Form 4 filing.

Context

• This is a routine tax-withholding event tied to RSU vesting (cashless share withholding). It reduces the insider's reported share count but is not a market sale and does not necessarily signal a change in the insider’s view of the company. For retail investors, purchase transactions tend to be more informative about insider sentiment than tax withholdings.