Calloway Dean 4

What Happened
Calloway Dean, SVP, General Counsel & Secretary of Asbury Automotive Group (ABG), was granted 2,038 performance share units that converted into common shares upon certification and vesting on March 5, 2026 (recorded as an award at $0.00). As part of the vesting, 302 shares were withheld to cover related tax liabilities; those 302 shares were reported as disposed at $212.48 per share, totaling $64,169.

Key Details

• Transaction date: March 5, 2026 (reported on Form 4 filed March 9, 2026). Filing appears timely (within two business days).
• Codes and amounts: A (award/grant) — 2,038 shares @ $0.00; F (tax withholding) — 302 shares disposed @ $212.48, $64,169.
• Shares owned after transaction: Not specified in the provided filing excerpt.
• Footnotes: F1 — the grant is performance share units from Feb 19, 2025; performance certified Mar 5, 2026 so one‑third vested now, with additional one‑third vesting Feb 19, 2027 and the final one‑third Feb 19, 2028. F2 — 302 shares withheld to satisfy tax withholding upon vesting.
• Nature of transactions: Award (non‑cash, performance‑based grant) and routine tax withholding (reported as a disposition).

Context
Performance share units are compensation that convert to shares when performance goals are met; this is not an open‑market purchase or sale motivated by an immediate investment decision. The withholding of shares to cover taxes is a standard administrative step and is reported as a disposition for SEC purposes, but it typically does not indicate negative sentiment by the insider.