ABG (NYSE: ABG) HR chief reports award vesting and 940-share tax withholding

Rhea-AI Filing Summary

ASBURY AUTOMOTIVE GROUP INC senior vice president and chief human resources officer Jed Milstein reported routine equity compensation activity in the company’s common stock. On February 4, 2022, he exercised awards to acquire 711 shares, then had 940 shares withheld to cover tax obligations tied to vesting of restricted and performance share units granted on February 4, 2020.

This amended filing also adds a previously omitted 367-share tax-withholding disposition and corrects the carried-forward share amounts on later reports. After these transactions, Milstein directly held between 13,114 and 13,825 shares of common stock as shown at different points in the sequence.

Insights

Equity compensation analyst

Routine vesting, tax withholding, and a clean-up amendment with no open-market trades.

The transactions for Jed Milstein on February 4, 2022 reflect equity awards vesting and conversion into 711 shares of common stock. These are compensation-related entries, not discretionary purchases, and use an exercise or conversion code rather than an open-market buy.

To cover tax liabilities on vesting of restricted and performance share units from the February 4, 2020 grants, the company withheld a total of 940 shares at a reference price of $164.03 per share. This F-code activity is a non-market tax settlement mechanism, so it carries little information about the insider’s view of the stock.

The amendment explains that a 367-share tax-withholding disposition was inadvertently left off a prior report and is now included, with corresponding share balances corrected on subsequent forms. Overall, this appears to be housekeeping around compensation accounting rather than a thesis-changing event for investors.

Insider Trade Summary

4 transactions reported

Mixed 4 txns

Insider Milstein Jed

Role SVP & CHRO

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	252	$164.03	$41K
Exercise	Common Stock	711	$0.00	--
Tax Withholding	Common Stock	321	$164.03	$53K
Tax Withholding	Common Stock	367	$164.03	$60K

Holdings After Transaction: Common Stock — 13,114 shares (Direct)

Footnotes (1)

1. Represents the number of shares of the Issuer's common stock withheld for payment of taxes upon the vesting of restricted share units granted on February 4, 2020. Represents vesting of performance share units upon the Issuer having met certain performance objectives, which objectives were certified as having been met on March 5, 2021. Each performance share unit converts into one share of the Issuer's common stock upon vesting. One-third of the performance share units granted on February 4, 2020 vested upon certification of the objectives having been met, which occurred on March 5, 2021, an additional one-third vested on February 4, 2022 and the remaining one-third vests on February 4, 2023. Represents the number of shares of the Issuer's common stock withheld for payment of taxes upon the vesting of performance share units, and the conversion of such units into shares of the Issuer's common stock, granted on February 4, 2020. On February 7, 2022, the reporting person filed a Form 4 which omitted the disposition of 367 shares of Issuer's common stock withheld for payment of taxes upon the vesting of restricted share units granted on February 4, 2020. This Form 4/A is being filed to include this disposition which was inadvertently omitted due to an administrative error. This amendment shall also serve to correct the corresponding amounts that were carried forward on Form 4 reports subsequently filed by the reporting person.

Key Figures

Tax-withheld shares: 940 shares Award exercise/vesting: 711 shares Tax reference price: $164.03 per share +3 more

6 metrics

Tax-withheld shares 940 shares Shares withheld to pay taxes on vesting and conversion of awards

Award exercise/vesting 711 shares Shares acquired via exercise or conversion on February 4, 2022

Tax reference price $164.03 per share Price used on F-code tax-withholding dispositions

Omitted tax-withheld block 367 shares Previously omitted tax-withholding disposition now added in amendment

Post-transaction holdings (low point) 13,114 shares Common stock directly held after one step in the sequence

Post-transaction holdings (high point) 13,825 shares Common stock directly held after derivative exercise before tax withholding

Key Terms

restricted share units, performance share units, tax-withholding disposition, Exercise or conversion of derivative security, +1 more

5 terms

restricted share units financial

"withheld for payment of taxes upon the vesting of restricted share units granted on February 4, 2020"

Restricted share units (RSUs) are a promise from a company to give an employee or service provider actual shares or cash equal to the shares after certain conditions are met, typically staying with the company for a set time or hitting performance targets. Think of them like a time-locked gift card that becomes usable only after you’ve earned it. For investors, RSUs matter because they align employee incentives with company performance and can increase the number of shares outstanding over time, diluting existing ownership and affecting earnings per share.

performance share units financial

"Represents vesting of performance share units upon the Issuer having met certain performance objectives"

Performance share units are a type of company stock award given to employees that depend on the company meeting specific goals or targets. If these goals are achieved, the employee receives shares or the value of shares; if not, they may receive little or no compensation. This aligns employees’ interests with the company's success and encourages performance that benefits investors.

tax-withholding disposition financial

"transaction_action": "tax-withholding disposition""

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

Exercise or conversion of derivative security financial

"transaction_code_description": "Exercise or conversion of derivative security""

Form 4/A regulatory

"This Form 4/A is being filed to include this disposition which was inadvertently omitted"

Form 4/A is an amended filing that corrects or updates an earlier Form 4, the mandatory report that insiders (like company executives, directors, or large shareholders) must file when their ownership stakes change. Think of it as an edited receipt showing who bought or sold stock and when; investors use it to track insider confidence, detect potential conflicts, and spot trading patterns that might signal future company prospects.

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Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Milstein Jed

(Last) (First) (Middle)

C/O ASBURY AUTOMOTIVE GROUP, INC.

6655 PEACHTREE DUNWOODY ROAD

(Street)

ATLANTA GEORGIA 30328

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
ASBURY AUTOMOTIVE GROUP INC [ ABG ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	SVP & CHRO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
02/04/2022

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)
02/07/2022

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/04/2022		F		252(1)	D	$164.03	13,114	D
Common Stock	02/04/2022		M		711(2)	A	$0	13,825	D
Common Stock	02/04/2022		F		321(3)	D	$164.03	13,504	D
Common Stock	02/04/2022		F		367(4)	D	$164.03	13,137	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents the number of shares of the Issuer's common stock withheld for payment of taxes upon the vesting of restricted share units granted on February 4, 2020.

2. Represents vesting of performance share units upon the Issuer having met certain performance objectives, which objectives were certified as having been met on March 5, 2021. Each performance share unit converts into one share of the Issuer's common stock upon vesting. One-third of the performance share units granted on February 4, 2020 vested upon certification of the objectives having been met, which occurred on March 5, 2021, an additional one-third vested on February 4, 2022 and the remaining one-third vests on February 4, 2023.

3. Represents the number of shares of the Issuer's common stock withheld for payment of taxes upon the vesting of performance share units, and the conversion of such units into shares of the Issuer's common stock, granted on February 4, 2020.

4. On February 7, 2022, the reporting person filed a Form 4 which omitted the disposition of 367 shares of Issuer's common stock withheld for payment of taxes upon the vesting of restricted share units granted on February 4, 2020. This Form 4/A is being filed to include this disposition which was inadvertently omitted due to an administrative error. This amendment shall also serve to correct the corresponding amounts that were carried forward on Form 4 reports subsequently filed by the reporting person.

Remarks:

	/s/Dean Calloway, Attorney In-Fact	04/03/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What did Jed Milstein report in this amended Form 4/A for ABG?

He reported routine equity compensation activity, including vesting and conversion of awards into 711 shares and 940 shares withheld to cover taxes on restricted and performance share units originally granted on February 4, 2020.

Were there any open-market stock purchases or sales by ABG executive Jed Milstein?

No, the filing shows no open-market purchases or sales. All transactions involve equity award vesting, derivative exercise/conversion, and F-code tax-withholding dispositions used to satisfy tax obligations on restricted and performance share units.

How many ABG shares were withheld for Jed Milstein’s tax obligations?

The filing shows a total of 940 shares of Asbury Automotive Group common stock withheld to pay taxes, through F-code dispositions of 252, 321, and 367 shares at a reference price of $164.03 per share.

Why was this ABG Form 4/A filed as an amendment?

The amendment was filed because a disposition of 367 shares withheld for taxes on February 4, 2022 had been omitted from an earlier Form 4. This filing adds that transaction and corrects share amounts carried forward on subsequent reports.

What are the performance share units mentioned in the ABG filing?

The performance share units were granted on February 4, 2020 and vest in three tranches when certain performance objectives are certified as met. Each unit converts into one share of Asbury Automotive Group common stock upon vesting, as described in the footnotes.

How many ABG shares did Jed Milstein hold after these transactions?

Following the sequence of transactions on February 4, 2022, the reported direct holdings range between 13,114 and 13,825 shares of Asbury Automotive Group common stock at different steps, reflecting the exercise and tax-withholding adjustments.