Welch Michael 4

What Happened Michael Welch, Senior Vice President and Chief Financial Officer of Asbury Automotive Group (ABG), received 2,852 performance share units that converted into common shares upon certification of performance goals on March 5, 2026 (acquired at $0.00). To satisfy tax withholding on the vesting, 423 shares were withheld/disposed at $212.48 per share, generating proceeds of $89,879. This was an award/vesting event rather than a purchase or a market sale of additional shares.

Key Details

• Transaction date: March 5, 2026; Form 4 filed March 9, 2026 (timely).
• Award/acquisition: 2,852 performance share units converted to shares at $0.00 value.
• Tax withholding/disposition: 423 shares withheld at $212.48 per share, total ~$89,879.
• Shares owned after transaction: not specified in the provided filing excerpt.
• Footnotes: (F1) These are performance share units (PSUs) granted Feb 19, 2025; one‑third vested upon certification on March 5, 2026, with the remaining two-thirds vesting on Feb 19, 2027 and Feb 19, 2028. (F2) The 423 shares represent shares withheld to cover tax liabilities upon vesting.
• Transaction codes: A = Award/Grant, F = Tax withholding.

Context Performance share units are awards tied to company performance; upon certification they converted into common shares and one‑third vested now. The withholding of shares to pay taxes is a routine administrative action and should not be read as a discretionary market sale for investment purposes.