Welch Michael 4

What Happened Michael Welch, Senior Vice President and Chief Financial Officer of Asbury Automotive Group (ABG), had a total of 602 shares of ABG common stock withheld/sold to cover tax obligations tied to equity vesting. On February 20, 2026, 274 shares were withheld at $223.21 each (value reported $61,160) and 328 shares were withheld at $223.21 each (value reported $73,213), for a combined value of $134,373. These transactions represent tax withholding on vested restricted share units (RSUs) and performance share units (PSUs), not an open-market sale initiated for investment reasons.

Key Details

• Transaction date: February 20, 2026; Filing date: February 23, 2026 (file appears timely).
• Prices and amounts: 274 shares @ $223.21 = $61,160; 328 shares @ $223.21 = $73,213; total = $134,373.
• Shares owned after transaction: Not specified in this Form 4 filing.
• Footnotes: F1 — shares withheld for taxes on one‑third of RSUs granted Feb 20, 2024; F2 — shares withheld for taxes on one‑third of PSUs granted Feb 20, 2024.
• Transaction code: F (tax withholding/cashless disposition), a routine withholding to satisfy tax liabilities.

Context These were tax-withholding transactions tied to the vesting of equity awards (RSUs and PSUs), meaning shares were retained/sold to cover payroll/tax obligations. Such withholdings are routine and do not necessarily indicate the insider’s view on the company’s prospects.