Calloway Dean 4

What Happened

• Calloway Dean, SVP, General Counsel & Secretary of Asbury Automotive Group (ABG), had a total of 185 shares of ABG common stock withheld on Feb 20, 2026, to satisfy tax withholding obligations upon vesting of equity awards. The withholding consisted of 103 shares at $223.21 each ($22,991) and 82 shares at $223.21 each ($18,303), for a combined value of approximately $41,294. These dispositions were tax-withholding transactions, not open-market sales.

Key Details

• Transaction date and price(s): 2026-02-20 — 103 shares @ $223.21 and 82 shares @ $223.21.
• Total value withheld: ~$22,991 + ~$18,303 = ~$41,294.
• Shares owned after transaction: Not disclosed in this filing.
• Footnotes: 103 shares withheld for taxes on one‑third of restricted share units (granted 2/20/2024); 82 shares withheld for taxes on one‑third of performance share units (granted 2/20/2024).
• Transaction code: F (tax withholding).
• Filing timeliness: Report filed 2026-02-23 for a 2026-02-20 transaction; filing is within the normal reporting window and not marked late.

Context

• This was a routine tax-withholding event upon vesting of RSUs and PSUs (cashless/share‑withholding), not an open-market sale or a purchase — generally viewed as administrative and not a directional signal about the insider’s view of the company.
• For retail investors, purchases or open-market sales may be more informative about insider sentiment; withholding to cover taxes is common following vesting.