ABG / Asbury Automotive Group, Inc. - Pemfailan SEC, Laporan Tahunan, Penyata Proksi

Asbury Automotive Group, Inc.
US ˙ NYSE ˙ US0434361046

Statistik Asas
LEI 549300JH4DTA7U42GL91
CIK 1144980
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Asbury Automotive Group, Inc.
SEC Filings (Chronological Order)
Halaman ini menyediakan senarai kronologi lengkap bagi Pemfailan SEC, tidak termasuk pemfailan pemilikan yang kami sediakan di tempat lain.
July 30, 2025 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 ☐ TRANSITION REPORT PURSUANT TO S

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-31262 ASB

July 29, 2025 EX-99.3

THE HERB CHAMBERS COMPANIES UNAUDITED COMBINED FINANCIAL FOR THE THREE MONTHS ENDED MARCH 31, 2025 THE HERB CHAMBERS COMPANIES

Exhibit 99.3 THE HERB CHAMBERS COMPANIES UNAUDITED COMBINED FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED MARCH 31, 2025 THE HERB CHAMBERS COMPANIES CONTENTS Unaudited Financial Statements Combined Balance Sheet 1-2 Combined Statement of Operations and Comprehensive Income 3 Combined Statement of Changes in Equity 4 Combined Statement of Cash Flows 5-6 Notes to Combined Financial Statements 7-34

July 29, 2025 EX-99.2

THE HERB CHAMBERS COMPANIES COMBINED FINANCIAL STATEMENTS AND COMBINING INFORMATION AS OF AND FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023 THE HERB CHAMBERS COMPANIES

Exhibit 99.2 THE HERB CHAMBERS COMPANIES COMBINED FINANCIAL STATEMENTS AND COMBINING INFORMATION AS OF AND FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023 THE HERB CHAMBERS COMPANIES CONTENTS Independent Auditors’ Report 1-2 Financial Statements Combined Balance Sheets 3-4 Combined Statements of Operations and Comprehensive Income 5 Combined Statements of Changes in Equity 6 Combined Statements of

July 29, 2025 EX-99.1

Asbury Automotive Group Reports Second Quarter Results

Exhibit 99.1 Investors & Reporters May Contact: Chris Reeves VP Finance, Investor Relations (678) 537-6576 [email protected] Asbury Automotive Group Reports Second Quarter Results •Revenue of $4.4 billion •Gross Profit of $752 million •All-time record Parts & Service gross profit of $355 million •Fourth quarter of sequential improvement in same store Used Retail gross profit per unit •Net income o

July 29, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 29, 2025 Asbury Automotive G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 29, 2025 Asbury Automotive Group, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-31262 01-0609375 (Commis

July 29, 2025 EX-99.4

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Exhibit 99.4 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION The unaudited pro forma condensed combined financial information presented below is derived from the historical consolidated financial statements of Asbury Automotive Group, Inc. (the "Company") and the historical combined financial statements of The Herb Chambers Companies (the "Herb Chambers Dealerships"), as adjusted, to

July 29, 2025 8-K/A

Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 21, 2025 Asbury Automotive Group, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-3126

July 21, 2025 EX-99.1

ASBURY AUTOMOTIVE GROUP COMPLETES ACQUISITION OF HERB CHAMBERS DEALERSHIPS 33 new vehicle dealerships in Northeastern US representing 52 new vehicle franchises Leading market share in Massachusetts Expected to generate significant value for sharehold

Exhibit 99.1 ASBURY AUTOMOTIVE GROUP COMPLETES ACQUISITION OF HERB CHAMBERS DEALERSHIPS 33 new vehicle dealerships in Northeastern US representing 52 new vehicle franchises Leading market share in Massachusetts Expected to generate significant value for shareholders DULUTH, Ga.-(BUSINESS WIRE)—July 21, 2025- Asbury Automotive Group, Inc. (NYSE: ABG) (the “Company”), one of the largest automotive r

July 21, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 21, 2025 Asbury Automotive G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 21, 2025 Asbury Automotive Group, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-31262 01-0609375 (Commis

June 6, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 6, 2025 Asbury Automotive Gr

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 6, 2025 Asbury Automotive Group, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-31262 01-0609375 (Commiss

May 15, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 13, 2025 Asbury Automotive Gr

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 13, 2025 Asbury Automotive Group, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-31262 01-0609375 (Commiss

April 30, 2025 EX-2.1

PURCHASE AND SALE AGREEMENT by and among HERBERT G. CHAMBERS, THE OTHER SELLERS IDENTIFIED HEREIN and ASBURY AUTOMOTIVE GROUP L.L.C. Dated as of February 14, 2025

Exhibit 2.1 PURCHASE AND SALE AGREEMENT by and among HERBERT G. CHAMBERS, THE OTHER SELLERS IDENTIFIED HEREIN and ASBURY AUTOMOTIVE GROUP L.L.C. Dated as of February 14, 2025 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS; CONSTRUCTION 1 ARTICLE II OPERATIONS PURCHASE AND SALE; OPERATIONS PURCHASE PRICE 1 Section 2.01 Sale and Purchase 1 Section 2.02 Excluded Assets 4 Section 2.03 Payment Terms 4 Se

April 30, 2025 EX-99.1

APRIL 29, 2025 / 2:00PM, ABG.N - Q1 2025 Asbury Automotive Group Inc Earnings Call

Exhibit 99.1 APRIL 29, 2025 / 2:00PM, ABG.N - Q1 2025 Asbury Automotive Group Inc Earnings Call C O R P O R A T E P A R T I C I P A N T S Chris Reeves Asbury Automotive Group Inc - VP, Finance & Treasurer David Hult Asbury Automotive Group Inc - President, Chief Executive Officer, Executive Director Dan Clara Asbury Automotive Group Inc - Chief Operating Officer Michael Welch Asbury Automotive Gro

April 30, 2025 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 ☐ TRANSITION REPORT PURSUANT TO

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-31262 AS

April 30, 2025 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 29, 2025 Asbury Automotive Group, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-31262 01-0609375 (Commi

April 29, 2025 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 29, 2025 Asbury Automotive Group, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-31262 01-0609375 (Commi

April 29, 2025 EX-99.1

Asbury Automotive Group Reports First Quarter Results

Exhibit 99.1 Investors & Reporters May Contact: Joe Sorice Sr. Manager, Investor Relations (770) 418-8211 [email protected] Asbury Automotive Group Reports First Quarter Results •Revenue of $4.1 billion •Gross Profit of $724 million •All-time record Parts & Service gross profit of $343 million •Third quarter of sequential improvement in same store Used Retail gross profit per unit •Net income of $

April 9, 2025 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 9, 2025 Asbury Automotive Group, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-31262 01-0609375 (Commis

April 9, 2025 EX-10.1

FIRST AMENDMENT TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT

Exhibit 10.1 FIRST AMENDMENT TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT This FIRST AMENDMENT TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT, dated as of April 9, 2025 (this “Amendment”) is by and among ASBURY AUTOMOTIVE GROUP, INC., a Delaware corporation (“Company”), certain Subsidiaries of the Company party hereto as New Vehicle Borrowers (each a “New Vehicle Borrower” and collectively wit

April 2, 2025 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

February 26, 2025 EX-19.1

ASBURY AUTOMOTIVE GROUP, INC. INSIDER TRADING POLICY

Exhibit 19.1 ASBURY AUTOMOTIVE GROUP, INC. INSIDER TRADING POLICY PURPOSE Federal and state securities laws make it illegal for a person to trade in a company’s publicly traded securities while in possession of material nonpublic information (defined below in the section entitled, “Definitions Used in this Policy”) relating to that company. This conduct is known as “insider trading.” It is also il

February 26, 2025 EX-10.17

GENERAL PROVISIONS

Exhibit 10.17 SEVERANCE PAY AGREEMENT FOR KEY EMPLOYEE This Agreement is entered into as of March 8, 2022 (the “Effective Date”) between Asbury Automotive Group, Inc. (“Asbury”) and Miran Maric (“Executive”). IN CONSIDERATION of the promises and mutual covenants and agreements contained herein, the Asbury and Executive agree as follows: 1.Severance Pay Arrangement If a Termination (as defined in S

February 26, 2025 EX-10.14

SEVERANCE PAY AGREEMENT FOR KEY EMPLOYEE

Exhibit 10.14 SEVERANCE PAY AGREEMENT FOR KEY EMPLOYEE This Agreement is entered into as of July 1, 2024 (the “Effective Date”) between Asbury Automotive Group, Inc. (“Asbury”) and Dean Calloway (“Executive”). IN CONSIDERATION of the promises and mutual covenants and agreements contained herein, the Asbury and Executive agree as follows: 1.Severance Pay Arrangement If a Termination (as defined in

February 26, 2025 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-31

February 26, 2025 EX-21

Entity Name Domestic State Foreign Qualification AF Motors, L.L.C. DE FL ANL, L.P. DE FL Arkansas Automotive Services, L.L.C. DE Asbury ANT, LLC DE MD Asbury AR Niss L.L.C. DE Asbury Arlington MB, LLC DE TX Asbury ART, LLC DE VA Asbury Atlanta AC L.L

Exhibit 21 Entity Name Domestic State Foreign Qualification AF Motors, L.L.C. DE FL ANL, L.P. DE FL Arkansas Automotive Services, L.L.C. DE Asbury ANT, LLC DE MD Asbury AR Niss L.L.C. DE Asbury Arlington MB, LLC DE TX Asbury ART, LLC DE VA Asbury Atlanta AC L.L.C. DE GA Asbury Atlanta AU L.L.C. DE GA Asbury Atlanta BM L.L.C. DE GA Asbury Atlanta CHEV, LLC DE GA Asbury Atlanta Chevrolet L.L.C. DE G

February 26, 2025 EX-10.33

FOURTH AMENDED AND RESTATED CREDIT AGREEMENT Dated as of October 20, 2023 ASBURY AUTOMOTIVE GROUP, INC., as a Borrower, CERTAIN OF ITS SUBSIDIARIES, as Vehicle Borrowers BANK OF AMERICA, N.A., as Administrative Agent, Revolving Swing Line Lender, New

Exhibit 10.33 EXECUTION VERSION Published Deal CUSIP Numbers DEAL: 04343PAW2 REVOLVER: 04343PAX0 NEW VEHICLE FLOORPLAN: 04343PAY8 USED VEHICLE FLOORPLAN: 04343PAZ5 FOURTH AMENDED AND RESTATED CREDIT AGREEMENT Dated as of October 20, 2023 among ASBURY AUTOMOTIVE GROUP, INC., as a Borrower, and CERTAIN OF ITS SUBSIDIARIES, as Vehicle Borrowers BANK OF AMERICA, N.A., as Administrative Agent, Revolvin

February 26, 2025 EX-10.11

GENERAL PROVISIONS

Exhibit 10.11 SEVERANCE PAY AGREEMENT FOR KEY EMPLOYEE This Agreement is entered into as of October 21, 2021 (the “Effective Date”) between Asbury Automotive Group, Inc. (“Asbury”) and Michael Welch (“Executive”). IN CONSIDERATION of the promises and mutual covenants and agreements contained herein, the Asbury and Executive agree as follows: 1.Severance Pay Arrangement If a Termination (as defined

February 19, 2025 EX-99.1

Asbury Automotive Group, Inc. Announces Appointment of Chief Operating Officer

Exhibit 99.1 Asbury Automotive Group, Inc. Announces Appointment of Chief Operating Officer DULUTH, Ga., Feb. 19, 2025 - The Board of Directors of Asbury Automotive Group, Inc. (NYSE: ABG) ("Asbury" or the "Company"), one of the largest automotive retail and service companies in the U.S., today announced that Senior Vice President of Operations Daniel E. Clara has been promoted to Chief Operating

February 19, 2025 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 13, 2025 Asbury Automotive Group, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-31262 01-0609375 (Co

February 18, 2025 8-K

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 14, 2025 Asbury Automotive Group, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-31262 01-0609375 (Co

February 18, 2025 EX-99.1

Asbury Automotive Group Agrees to Acquire The Herb Chambers Companies Sale of fourteenth largest private dealership group in the US includes 33 dealerships, 52 franchises, and 3 collision centers in Massachusetts and Rhode Island.

Exhibit 99.1 Asbury Automotive Group Agrees to Acquire The Herb Chambers Companies Sale of fourteenth largest private dealership group in the US includes 33 dealerships, 52 franchises, and 3 collision centers in Massachusetts and Rhode Island. DULUTH, Ga, Feb. 18, 2025 - Asbury Automotive Group, Inc. (NYSE: ABG), one of the largest automotive retail and service companies in the U.S., signed a defi

January 30, 2025 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 30, 2025 Asbury Automotive Group, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-31262 01-0609375 (Com

January 30, 2025 EX-99.1

Asbury Automotive Group Reports Record Fourth Quarter Results

Exhibit 99.1 Investors & Reporters May Contact: Joe Sorice Sr. Manager, Investor Relations (770) 418-8211 [email protected] Asbury Automotive Group Reports Record Fourth Quarter Results •All-time record quarterly revenue of $4.5 billion, growth of 18% •All-time record Parts & Service gross profit of $340 million, growth of 19%; same store Parts & Service gross profit growth of 11% •Same store SG&A

January 17, 2025 EX-1

Transactions in the Shares of the Issuer by the Reporting Persons During the Last Sixty (60) Days

Exhibit 1 Transactions in the Shares of the Issuer by the Reporting Persons During the Last Sixty (60) Days The following tables set forth all transactions in the Shares effected in the past sixty days by the Reporting Persons.

November 19, 2024 EX-99.1

Asbury Automotive Group Elects New Director to Its Board Shamla Naidoo’s Extensive Background in Technology, Data, and Privacy Provides Asbury Automotive Group with Additional Cyber Security Insight

Exhibit 99.1 Investors & Reporters May Contact: Joe Sorice Manager, Investor Relations (770) 418-8211 [email protected] Asbury Automotive Group Elects New Director to Its Board Shamla Naidoo’s Extensive Background in Technology, Data, and Privacy Provides Asbury Automotive Group with Additional Cyber Security Insight DULUTH, GA, November 19, 2024, - Asbury Automotive Group, Inc. (NYSE: ABG) (“Asbu

November 19, 2024 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 14, 2024 Asbury Automotive Group, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-31262 01-0609375 (Co

October 31, 2024 SC 13G

ABG / Asbury Automotive Group, Inc. / DIMENSIONAL FUND ADVISORS LP - SEC SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Asbury Automotive Group Inc (Name of Issuer) Common Stock (Title of Class of Securities) 043436104 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which

October 30, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 ☐ TRANSITION REPORT PURSUANT

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-3126

October 29, 2024 EX-99.1

Asbury Automotive Group Reports Third Quarter Results

Exhibit 99.1 Investors & Reporters May Contact: Joe Sorice Manager, Investor Relations (770) 418-8211 [email protected] Asbury Automotive Group Reports Third Quarter Results •Revenue of $4.2 billion, growth of 16% •Parts & Service gross profit growth of 16% •Same store SG&A as a percentage of gross profit of 64.5%; same store adjusted SG&A as a percentage of gross profit, a non-GAAP measure, of 63

October 29, 2024 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 29, 2024 Asbury Automotive Group, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-31262 01-0609375 (Com

October 17, 2024 CORRESP

ASBURY AUTOMOTIVE GROUP, INC. 2905 Premiere Parkway, Suite 300 Duluth, GA 30097

ASBURY AUTOMOTIVE GROUP, INC. 2905 Premiere Parkway, Suite 300 Duluth, GA 30097 October 17, 2024 VIA EDGAR SUBMISSION U.S. Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services United States Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Attention: Mr. Robert Shapiro    Mr. Doug Jones RE: Asbury Automotive Group, Inc. Form 10-K fo

September 30, 2024 CORRESP

ASBURY AUTOMOTIVE GROUP, INC. 2905 Premiere Parkway, Suite 300 Duluth, GA 30097

ASBURY AUTOMOTIVE GROUP, INC. 2905 Premiere Parkway, Suite 300 Duluth, GA 30097 September 30, 2024 VIA EDGAR SUBMISSION U.S. Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services United States Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Attention: Mr. Robert Shapiro   Mr. Doug Jones RE: Asbury Automotive Group, Inc. Form 10-K f

August 19, 2024 EX-99.1

Asbury Automotive Denies Unfounded FTC Allegations, Vows a Vigorous Defense

Exhibit 99.1 Investors & Reporters May Contact: Joe Sorice Manager, Investor Relations (770) 418-8211 [email protected] Asbury Automotive Denies Unfounded FTC Allegations, Vows a Vigorous Defense DULUTH, GA. (August 16, 2024) — Asbury Automotive Group (NYSE: ABG) today rejected false and unfounded allegations by the Federal Trade Commission (FTC) that three of its dealerships in the Dallas-Ft. Wor

August 19, 2024 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 16, 2024 Asbury Automotive Group, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-31262 01-0609375 (Comm

August 9, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 ☐ TRANSITION REPORT PURSUANT TO S

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-31262 ASB

August 2, 2024 EX-99.1

June 30, 2024 December 31, 2023 Increase (Decrease) % Change SELECTED BALANCE SHEET DATA Cash and cash equivalents $ 67.2 $ 45.7 $ 21.5 47 % Inventory, net (a) 2,066.0 1,768.3 297.7 17 % Total current assets 3,218.3 3,057.1 161.2 5 % Floor plan notes

Exhibit 99.1 Investors & Reporters May Contact: Joe Sorice Manager, Investor Relations (770) 418-8211 [email protected] Asbury Automotive Group Reports Second Quarter Results •Record second quarter revenue of $4.2 billion •Record for second quarter parts & service revenue of $581 million and gross profit of $340 million •Repurchased approximately 193,000 shares for $43 million in the second quarte

August 2, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 2, 2024 Asbury Automotive

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 2, 2024 Asbury Automotive Group, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-31262 01-0609375 (Commi

June 24, 2024 EX-99.1

Asbury Automotive Group Provides Update on Service Impacts Related to the CDK Cyber Incident

Exhibit 99.1 Investors & Reporters May Contact: Joe Sorice Manager, Investor Relations (770) 418-8211 [email protected] Asbury Automotive Group Provides Update on Service Impacts Related to the CDK Cyber Incident DULUTH, GA. (June 24, 2024) — Asbury Automotive Group, Inc. (NYSE: ABG) (“we,” “our” or the “Company”), one of the largest automotive retail and service companies in the U.S., learned on

June 24, 2024 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 19, 2024 Asbury Automotive Group, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-31262 01-0609375 (Commis

May 16, 2024 8-K

Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 14, 2024 Asbury Automotive Group, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-31262 01-0609375 (Commiss

April 26, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 ☐ TRANSITION REPORT PURSUANT TO

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-31262 AS

April 25, 2024 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 25, 2024 Asbury Automotive Group, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-31262 01-0609375 (Commi

April 25, 2024 EX-99.1

Asbury Automotive Group Reports Record $4.2 Billion in Revenue

Exhibit 99.1 Investors & Reporters May Contact: Joe Sorice Manager, Investor Relations (770) 418-8211 [email protected] Asbury Automotive Group Reports Record $4.2 Billion in Revenue •Operating margin of 6.3% •EPS of $7.21 per diluted share •Parts and service revenue growth of 15%; parts and service gross profit growth of 18% •Repurchased approximately 240,000 shares for $50 million DULUTH, GA. (A

April 19, 2024 EX-99.1

Asbury Automotive Announces Chief Legal Officer George Villasana to Retire •Chief Legal Officer George Villasana to retire after 12 years of service •Long-term transition plan will ensure an orderly succession •Company is conducting comprehensive Chi

Exhibit 99.1 Investors & Reporters May Contact: Joe Sorice Manager, Investor Relations (770) 418-8211 [email protected] Asbury Automotive Announces Chief Legal Officer George Villasana to Retire •Chief Legal Officer George Villasana to retire after 12 years of service •Long-term transition plan will ensure an orderly succession •Company is conducting comprehensive Chief Legal Officer selection pro

April 19, 2024 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 18, 2024 Asbury Automotive Group, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-31262 01-0609375 (Commi

April 19, 2024 EX-10.1

TRANSITION AND RETIREMENT AGREEMENT

Exhibit 10.1 TRANSITION AND RETIREMENT AGREEMENT This Transition and Retirement Agreement (this “Agreement”) is made and entered into as of April 18, 2024 (the “Effective Date”), by and between Asbury Automotive Group, Inc., a Delaware corporation (the “Company”), and George A. Villasana (the “Executive”). WHEREAS, the Company and the Executive are parties to an Amended and Restated Severance Pay

April 3, 2024 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

February 29, 2024 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-31

February 29, 2024 EX-97

RECOUPMENT POLICY

Exhibit 97 RECOUPMENT POLICY INTRODUCTION The Board of Directors (the “Board”) of the Company has adopted this Recoupment Policy (the “Policy”), to (1) continue the clawback provisions the Company previously had in place (the “General Recoupment Policy”) and (2) satisfy the requirements of the listing standards of the New York Stock Exchange (the “NYSE”), Section 10D of the Securities Exchange Act of 1934 (the “Exchange Act”), and Rule 10D-1 under the Exchange Act (the “Dodd Frank Policy”).

February 29, 2024 EX-21

Entity Name Domestic State Foreign Qualification AF Motors, L.L.C. DE FL ANL, L.P. DE FL Arkansas Automotive Services, L.L.C. DE AR Asbury ANT, LLC DE MD Asbury AR Niss L.L.C. DE AR Asbury Arlington MB, LLC DE TX Asbury ART, LLC DE VA Asbury Atlanta

Exhibit 21 Entity Name Domestic State Foreign Qualification AF Motors, L.L.C. DE FL ANL, L.P. DE FL Arkansas Automotive Services, L.L.C. DE AR Asbury ANT, LLC DE MD Asbury AR Niss L.L.C. DE AR Asbury Arlington MB, LLC DE TX Asbury ART, LLC DE VA Asbury Atlanta AC L.L.C. DE GA Asbury Atlanta AU L.L.C. DE GA Asbury Atlanta BM L.L.C. DE GA Asbury Atlanta CHEV, LLC DE GA Asbury Atlanta Chevrolet L.L.C

February 23, 2024 8-K/A

Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (Amendment No.1) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 23, 2024 Asbury Automotive Group, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-3

February 23, 2024 EX-99.1

Jim Koons Organization Combined and Consolidated Financial Statements September 30, 2023

Exhibit 99.1 Jim Koons Organization Combined and Consolidated Financial Statements September 30, 2023 Jim Koons Organization Table of Contents September 30, 2023 Page Independent Auditors’ Report 1 Combined and Consolidated Financial Statements Combined and Consolidated Balance Sheet 3 Combined and Consolidated Statement of Income 5 Combined and Consolidated Statement of Changes in Equity 6 Combin

February 23, 2024 EX-99.2

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Exhibit 99.2 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION The unaudited pro forma condensed combined financial information presented below is derived from the historical consolidated financial statements of Asbury Automotive Group, Inc. (the "Company") and the historical combined and consolidated financial statements of Jim Koons Organization (the “Jim Koons Dealerships”), as adjus

February 13, 2024 SC 13G/A

ABG / Asbury Automotive Group, Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 12)* Name of issuer: Asbury Automotive Group Inc Title of Class of Securities: Common Stock CUSIP Number: 043436104 Date of Event Which Requires Filing of this Statement: December 29, 2023 Check the appropriate box to designate the rule pursuant to which this Schedule is

February 12, 2024 SC 13G/A

ABG / Asbury Automotive Group, Inc. / Neuberger Berman Group LLC Passive Investment

SC 13G/A 1 formsc13ga-02122024070215.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 6)* ASBURY AUTOMOTIVE GROUP INC (Name of Issuer) Common (Title of Class of Securities) 043436104 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to

February 9, 2024 SC 13G/A

ABG / Asbury Automotive Group, Inc. / ABRAMS CAPITAL MANAGEMENT, L.P. - SC 13G/A Passive Investment

SC 13G/A 1 d73724dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 6)* Asbury Automotive Group, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 043436104 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Statement)

February 8, 2024 EX-99.1

Asbury Automotive Group Reports Fourth Quarter Financial Results

Exhibit 99.1 Investors & Reporters May Contact: Joe Sorice Manager, Investor Relations (770) 418-8211 [email protected] Asbury Automotive Group Reports Fourth Quarter Financial Results •Revenue of $3.8 billion •Completed acquisition of Jim Koons Automotive Companies, the ninth-largest privately-owned dealership group in the U.S., with over $3 billion in annual revenue •Gross profit of $673 million

February 8, 2024 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 8, 2024 Asbury Automotive Group, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-31262 01-0609375 (Com

December 11, 2023 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 11, 2023 Asbury Automotive Group, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-31262 01-0609375 (Co

December 11, 2023 EX-99.1

Asbury Automotive Group Completes Acquisition of Jim Koons Automotive Companies Largest auto retail acquisition since 2021 includes 29 franchises, six collision centers, 20 dealerships in Virginia, Maryland and Delaware and one of the U.S.’ highest v

Exhibit 99.1 Asbury Automotive Group Completes Acquisition of Jim Koons Automotive Companies Largest auto retail acquisition since 2021 includes 29 franchises, six collision centers, 20 dealerships in Virginia, Maryland and Delaware and one of the U.S.’ highest volume Toyota dealerships DULUTH, Ga.– December 11, 2023 – Asbury Automotive Group, Inc. (NYSE: ABG), one of the U.S.’ largest automotive

October 27, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 ☐ TRANSITION REPORT PURSUANT

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-3126

October 25, 2023 EX-99.1

OCTOBER 24, 2023 / 2:00PM, ABG.N - Q3 2023 Asbury Automotive Group Inc Earnings

OCTOBER 24, 2023 / 2:00PM, ABG.N - Q3 2023 Asbury Automotive Group Inc Earnings Exhibit 99.1 C OCTOBER 24, 2023 / 2:00PM, ABG.N - Q3 2023 Asbury Automotive Group Inc Earnings Call all C O R P O R A T E P A R T I C I P A N T S Daniel Clara Asbury Automotive Group, Inc. - SVP of Operations David W. Hult Asbury Automotive Group, Inc. - President, CEO & Director George A. Villasana Asbury Automotive G

October 25, 2023 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 24, 2023 Asbury Automotive Group, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-31262 01-0609375 (Com

October 24, 2023 EX-99.1

Asbury Automotive Group Reports Third Quarter 2023 Financial Results

Exhibit 99.1 Investors & Reporters May Contact: Joe Sorice Manager, Investor Relations (770) 418-8211 [email protected] Asbury Automotive Group Reports Third Quarter 2023 Financial Results •Revenue of $3.7 billion •Gross profit of $674 million •SG&A as a percentage of gross profit of 58.2%; adjusted SG&A as a percentage of gross profit, a non-GAAP measure, of 58.4% •Operating margin of 7.2%; adjus

October 24, 2023 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 20, 2023 Asbury Automotive Group, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-31262 01-0609375 (Com

September 8, 2023 EX-99.1

Asbury Automotive Group Agrees to Acquire Jim Koons Automotive Companies in the Largest Auto Retail Acquisition Since 2021 Sale of ninth largest private dealership group in the US includes 29 franchises, six collision centers, 20 dealerships in Virgi

Exhibit 99.1 Asbury Automotive Group Agrees to Acquire Jim Koons Automotive Companies in the Largest Auto Retail Acquisition Since 2021 Sale of ninth largest private dealership group in the US includes 29 franchises, six collision centers, 20 dealerships in Virginia, Maryland and Delaware and one of the U.S.’ highest volume Toyota dealerships. DULUTH, Ga.– September 8, 2023 – Asbury Automotive Gro

September 8, 2023 EX-2.1

Purchase and Sale Agreement, dated September 7, 2023, by and among Asbury Automotive Group, L.L.C. and the Sellers (as defined therein)*

Exhibit 2.1 Execution Version PURCHASE AND SALE AGREEMENT by and among THE SELLERS IDENTIFIED HEREIN and ASBURY AUTOMOTIVE GROUP, L.L.C. Dated as of September 7, 2023 TABLE OF CONTENTS Page ARTICLE I   DEFINITIONS; CONSTRUCTION 2 ARTICLE II    OPERATIONS PURCHASE AND SALE; OPERATIONS PURCHASE PRICE 2 Section 2.01 Sale and Purchase 2 Section 2.02 Excluded Assets 4 Section 2.03 Payment Terms 5 Secti

September 8, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 7, 2023 Asbury Automoti

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 7, 2023 Asbury Automotive Group, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-31262 01-0609375 (Co

September 5, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 5, 2023 Asbury Automoti

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 5, 2023 Asbury Automotive Group, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-31262 01-0609375 (Co

July 28, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 ☐ TRANSITION REPORT PURSUANT TO S

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-31262 ASB

July 25, 2023 EX-99.1

Asbury Automotive Group Reports Second Quarter 2023 Financial Results

Exhibit 99.1 Investors & Reporters May Contact: Joe Sorice Manager, Investor Relations (770) 418-8211 [email protected] Asbury Automotive Group Reports Second Quarter 2023 Financial Results •Revenue of $3.7 billion •Gross profit of $713 million •SG&A as a percentage of gross profit of 57.3%; adjusted SG&A as a percentage of gross profit, a non-GAAP measure, of 57.0% •Operating margin of 7.7%; adju

July 25, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 25, 2023 Asbury Automotive G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 25, 2023 Asbury Automotive Group, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-31262 01-0609375 (Commis

May 11, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 9, 2023 Asbury Automotive Gro

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 9, 2023 Asbury Automotive Group, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-31262 01-0609375 (Commissi

April 28, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 ☐ TRANSITION REPORT PURSUANT TO

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-31262 AS

April 25, 2023 EX-99.1

Asbury Automotive Group Reports First Quarter 2023 Financial Results

Exhibit 99.1 Investors & Reporters May Contact: Joe Sorice Manager, Investor Relations (770) 418-8211 [email protected] Asbury Automotive Group Reports First Quarter 2023 Financial Results •Revenue of $3.6 billion •Gross profit of $696 million •SG&A as a percentage of gross profit of 57.9% •Operating margin of 7.7% •Net income of $181 million •EPS of $8.37 per diluted share •EBITDA, a non-GAAP mea

April 25, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 25, 2023 Asbury Automotive

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 25, 2023 Asbury Automotive Group, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-31262 01-0609375 (Commi

March 29, 2023 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

March 1, 2023 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-31

March 1, 2023 EX-21

Entity Name Domestic State Foreign Qualification AF Motors, L.L.C. DE FL ANL, L.P. DE FL Arkansas Automotive Services, L.L.C. DE AR Asbury AR Niss L.L.C. DE AR Asbury Arlington MB, LLC DE TX Asbury Atlanta AC L.L.C. DE GA Asbury Atlanta AU L.L.C. DE

Exhibit 21 Entity Name Domestic State Foreign Qualification AF Motors, L.L.C. DE FL ANL, L.P. DE FL Arkansas Automotive Services, L.L.C. DE AR Asbury AR Niss L.L.C. DE AR Asbury Arlington MB, LLC DE TX Asbury Atlanta AC L.L.C. DE GA Asbury Atlanta AU L.L.C. DE GA Asbury Atlanta BM L.L.C. DE GA Asbury Atlanta CHEV, LLC DE GA Asbury Atlanta Chevrolet L.L.C. DE GA Asbury Atlanta Ford, LLC DE GA Asbur

February 10, 2023 SC 13G/A

ABG / Asbury Automotive Group, Inc. / Neuberger Berman Group LLC - NONE Passive Investment

SC 13G/A 1 doc1.htm NONE UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 5)* ASBURY AUTOMOTIVE GROUP INC. (Name of Issuer) Common (Title of Class of Securities) 043436104 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rul

February 9, 2023 SC 13G/A

ABG / Asbury Automotive Group, Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SC 13G/A 1 tv0319-asburyautomotivegroup.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 11)* Name of issuer: Asbury Automotive Group Inc. Title of Class of Securities: Common Stock CUSIP Number: 043436104 Date of Event Which Requires Filing of this Statement: December 30, 2022 Check the appropriate

February 2, 2023 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 2, 2023 Asbury Automotive Group, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-31262 01-0609375 (Com

February 2, 2023 EX-99.1

Asbury Automotive Group Reports Record Fourth Quarter and Record Full Year 2022 Financial Results

Exhibit 99.1 Investors & Reporters May Contact: Joe Sorice Manager, Investor Relations (770) 418-8211 [email protected] Asbury Automotive Group Reports Record Fourth Quarter and Record Full Year 2022 Financial Results •Net income, inclusive of gains on dealership divestitures, net, of $353 million (+151%) in the fourth quarter and $997 million (+87%) for the full year •Adjusted net income, a non-G

November 7, 2022 EX-99.1

Asbury Automotive Group, Inc. Announces Appointment of Nathan Briesemeister as Vice President, Chief Accounting Officer & Controller

Exhibit 99.1 Investors & Reporters May Contact: Joe Sorice Manager, Investor Relations (770) 418-8211 [email protected] Asbury Automotive Group, Inc. Announces Appointment of Nathan Briesemeister as Vice President, Chief Accounting Officer & Controller DULUTH, GA, November 7, 2022 - Asbury Automotive Group, Inc. (NYSE: ABG) (?Asbury? or the ?Company?), one of the largest automotive retail and serv

November 7, 2022 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 7, 2022 Asbury Automotive Group, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-31262 01-0609375 (Com

November 7, 2022 EX-10.1

October 10, 2022

Exhibit 10.1 October 10, 2022 VIA EMAIL Mr. Nathan Briesemeister Dear Nathan: We are excited about the prospect of you joining Asbury Automotive Group as Vice President & Chief Accounting Officer reporting to Michael Welch, subject to your appointment by the Board of Directors. Your approximate start date is November 7, 2022, which you will confirm with Michael. I am sure you will make significant

October 28, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 ☐ TRANSITION REPORT PURSUANT

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-3126

October 27, 2022 EX-99.1

Asbury Automotive Group Reports Record Third Quarter 2022 Financial Results

Exhibit 99.1 Investors & Reporters May Contact: Joe Sorice Manager, Investor Relations (770) 418-8211 [email protected] Asbury Automotive Group Reports Record Third Quarter 2022 Financial Results ?Third quarter net income of $205 million, an increase of 39% over prior year quarter, and an increase of 43% over prior year quarter on an adjusted net income (a non-GAAP measure) basis (no adjustments i

October 27, 2022 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 27, 2022 Asbury Automotive Group, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-31262 01-0609375 (Com

October 4, 2022 EX-10.1

FIFTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT

Exhibit 10.1 FIFTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT This FIFTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT, dated as of September 30, 2022 (this ?Amendment?) is by and among ASBURY AUTOMOTIVE GROUP, INC., a Delaware corporation (?Company?), certain Subsidiaries of the Company party hereto as New Vehicle Borrowers (each a ?New Vehicle Borrower? and collectively

October 4, 2022 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 30, 2022 Asbury Automotive Group, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-31262 01-0609375 (C

September 30, 2022 SC 13D/A

ABG / Asbury Automotive Group, Inc. / Impactive Capital LP - AMENDMENT NO. 3 TO THE SCHEDULE 13D Activist Investment

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No.

July 28, 2022 EX-10.3

SECOND AMENDMENT TO MASTER LOAN AGREEMENT

Exhibit 10.3 SECOND AMENDMENT TO MASTER LOAN AGREEMENT THIS SECOND AMENDMENT TO MASTER LOAN AGREEMENT (this "Amendment") is entered into as of June 1, 2022, by and between ATLANTA REAL ESTATE HOLDINGS L.L.C., a Delaware limited liability company, ASBURY JAX FORD, LLC, a Delaware limited liability company, COGGIN CARS L.L.C., a Delaware limited liability company, WTY MOTORS, L.P., a Delaware limite

July 28, 2022 EX-10.4

THIRD AMENDMENT TO CREDIT AGREEMENT

Exhibit 10.4 THIRD AMENDMENT TO CREDIT AGREEMENT This THIRD AMENDMENT TO CREDIT AGREEMENT (this ?Amendment?), dated as of May 25, 2022 (the ?Third Amendment Effective Date?) is by and among ASBURY AUTOMOTIVE GROUP, INC., a Delaware corporation (?Company?), certain Subsidiaries of the Company party to the Credit Agreement (as defined below), as borrowers (each such Subsidiary, a ?Borrower? and coll

July 28, 2022 EX-10.6

SECOND AMENDMENT TO CREDIT AGREEMENT

Exhibit 10.6 SECOND AMENDMENT TO CREDIT AGREEMENT This SECOND AMENDMENT TO CREDIT AGREEMENT, dated as of May 25, 2022 (this ?Amendment?) is by and among ASBURY AUTOMOTIVE GROUP, INC., a Delaware corporation (?Company?), certain Subsidiaries of the Company party hereto as Borrowers (each a ?Borrower?), the Guarantors party hereto, the Lenders (as defined below), and BANK OF AMERICA, N.A., as Admini

July 28, 2022 EX-10.5

SECOND AMENDMENT TO AMENDED AND RESTATED MASTER LOAN AGREEMENT

Exhibit 10.5 SECOND AMENDMENT TO AMENDED AND RESTATED MASTER LOAN AGREEMENT THIS SECOND AMENDMENT TO AMENDED AND RESTATED MASTER LOAN AGREEMENT (this "Amendment") is entered into as of June 1, 2022, by and between by and between ASBURY AUTOMOTIVE ARKANSAS DEALERSHIP HOLDINGS L.L.C., a Delaware limited liability company, MCDAVID PLANO-ACRA, L.L.C., a Delaware limited liability company, ATLANTA REAL

July 28, 2022 EX-10.7

SEVERANCE PAY AGREEMENT FOR KEY EMPLOYEE

Exhibit 10.7 SEVERANCE PAY AGREEMENT FOR KEY EMPLOYEE This Agreement is entered into as of July 28, 2022 (the ?Effective Date?) between Asbury Automotive Group, Inc. (?Asbury?) and Daniel Clara (?Executive?). IN CONSIDERATION of the promises and mutual covenants and agreements contained herein, the Asbury and Executive agree as follows: 1.Severance Pay Arrangement If a Termination (as defined in S

July 28, 2022 EX-10.2

FOURTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT

Exhibit 10.2 FOURTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT This FOURTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT, dated as of May 25, 2022 (this ?Amendment?) is by and among ASBURY AUTOMOTIVE GROUP, INC., a Delaware corporation (?Company?), certain Subsidiaries of the Company party hereto as New Vehicle Borrowers (each a ?New Vehicle Borrower? and collectively with

July 28, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 ☐ TRANSITION REPORT PURSUANT TO S

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-31262 ASB

July 28, 2022 EX-10.1

THIRD AMENDMENT TO CREDIT AGREEMENT

Exhibit 10.1 THIRD AMENDMENT TO CREDIT AGREEMENT This THIRD AMENDMENT TO CREDIT AGREEMENT (this ?Amendment?), dated as of May 25, 2022 (the ?Third Amendment Effective Date?) is by and among ASBURY AUTOMOTIVE GROUP, INC., a Delaware corporation (?Company?), certain Subsidiaries of the Company party to the Credit Agreement (as defined below), as borrowers (each such Subsidiary, a ?Borrower? and coll

July 28, 2022 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 28, 2022 Asbury Automotive Group, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-31262 01-0609375 (Commis

July 28, 2022 EX-99.1

Asbury Automotive Group Reports Record EPS of $9.07 for Second Quarter 2022, up 16% Over Prior Year Quarter, and Adjusted EPS (a non-GAAP measure) of $10.04, up 29% Over Prior Year Quarter, and an All-Time Record

EX-99.1 2 a2022q2ex991.htm EX-99.1 Exhibit 99.1 Investors & Reporters May Contact: Karen Reid VP & Treasurer (770) 418-8211 [email protected] Asbury Automotive Group Reports Record EPS of $9.07 for Second Quarter 2022, up 16% Over Prior Year Quarter, and Adjusted EPS (a non-GAAP measure) of $10.04, up 29% Over Prior Year Quarter, and an All-Time Record •Second quarter net income of $201 million, a

May 16, 2022 8-K/A

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 17, 2022 Asbury Automotive Group, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-31262 01-0609375 (Com

May 4, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 ☐ TRANSITION REPORT PURSUANT TO

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-31262 AS

April 28, 2022 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 28, 2022 Asbury Automotive Group, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-31262 01-0609375 (Commi

April 28, 2022 EX-99.1

Asbury Automotive Group Reports All-Time Record EPS of $10.38, for First Quarter 2022, up 117% Over Prior Year, and Announces Update to Strategic Growth Plan

EX-99.1 2 a2022q1ex991update.htm EXHIBIT 99.1 - PRESS RELEASE Exhibit 99.1 Investors & Reporters May Contact: Karen Reid VP & Treasurer (770) 418-8211 [email protected] Asbury Automotive Group Reports All-Time Record EPS of $10.38, for First Quarter 2022, up 117% Over Prior Year, and Announces Update to Strategic Growth Plan •First quarter EPS of $10.38 per diluted share, up 117% over prior year •

April 22, 2022 8-K

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 20, 2022 Asbury Automotive Group, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-31262 01-0609375 (Commi

April 8, 2022 SC 13D/A

ABG / Asbury Automotive Group, Inc. / Impactive Capital LP - ASBURY AUTOMOTIVE GROUP, INC. Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO ? 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO ? 240.13d-2(a) (Amendment No. 2)* Asbury Automotive Group, Inc. (Name of Issuer) Common Stock, $0.01 par value per share (Title of Class of Securities) 043436104 (CUSIP Number) Lauren

March 18, 2022 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 17, 2022 Asbury Automotive Group, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-31262 01-0609375 (Commi

March 14, 2022 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

March 1, 2022 EX-4.15

W I T N E S S E T H

Exhibit 4.15 FIRST SUPPLEMENTAL INDENTURE (this ?Supplemental Indenture?), dated as of December 23, 2021, among the entities listed on Exhibit A attached hereto (each a ?Guaranteeing Subsidiary? and collectively, the ?Guaranteeing Subsidiaries?), Asbury Automotive Group, Inc., a Delaware corporation (the ?Company?), and U.S. Bank National Association, as trustee under the indenture referred to bel

March 1, 2022 EX-4.7

W I T N E S S E T H

Exhibit 4.7 SECOND SUPPLEMENTAL INDENTURE (this ?Supplemental Indenture?), dated as of December 23, 2021, among the entities listed on Exhibit A attached hereto (each a ?Guaranteeing Subsidiary? and collectively, the ?Guaranteeing Subsidiaries?), Asbury Automotive Group, Inc., a Delaware corporation (the ?Company?), and U.S. Bank National Association, as trustee under the indenture referred to bel

March 1, 2022 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-31

March 1, 2022 EX-4.12

W I T N E S S E T H

Exhibit 4.12 FIRST SUPPLEMENTAL INDENTURE (this ?Supplemental Indenture?), dated as of December 23, 2021, among the entities listed on Exhibit A attached hereto (each a ?Guaranteeing Subsidiary? and collectively, the ?Guaranteeing Subsidiaries?), Asbury Automotive Group, Inc., a Delaware corporation (the ?Company?), and U.S. Bank National Association, as trustee under the indenture referred to bel

March 1, 2022 EX-10.28

THIRD AMENDED AND RESTATED CREDIT AGREEMENT Dated as of September 25, 2019 ASBURY AUTOMOTIVE GROUP, INC., as a Borrower, CERTAIN OF ITS SUBSIDIARIES, as Vehicle Borrowers BANK OF AMERICA, N.A., as Administrative Agent, Revolving Swing Line Lender, Ne

Exhibit 10.28 THIRD AMENDED AND RESTATED CREDIT AGREEMENT Dated as of September 25, 2019 among ASBURY AUTOMOTIVE GROUP, INC., as a Borrower, and CERTAIN OF ITS SUBSIDIARIES, as Vehicle Borrowers BANK OF AMERICA, N.A., as Administrative Agent, Revolving Swing Line Lender, New Vehicle Floorplan Swing Line Lender, Used Vehicle Floorplan Swing Line Lender and an L/C Issuer, and THE OTHER LENDERS PARTY

March 1, 2022 EX-21

Entity Name Domestic State Foreign Qualification AF Motors, L.L.C. DE FL ANL, L.P. DE FL Arkansas Automotive Services, L.L.C. DE AR Asbury AR Niss L.L.C. DE AR Asbury Arlington MB, LLC DE TX Asbury Atlanta AC L.L.C. DE GA Asbury Atlanta AU L.L.C. DE

Exhibit 21 Entity Name Domestic State Foreign Qualification AF Motors, L.L.C. DE FL ANL, L.P. DE FL Arkansas Automotive Services, L.L.C. DE AR Asbury AR Niss L.L.C. DE AR Asbury Arlington MB, LLC DE TX Asbury Atlanta AC L.L.C. DE GA Asbury Atlanta AU L.L.C. DE GA Asbury Atlanta BM L.L.C. DE GA Asbury Atlanta CHEV, LLC DE GA Asbury Atlanta Chevrolet L.L.C. DE GA Asbury Atlanta Ford, LLC DE GA Asbur

March 1, 2022 EX-4.3

W I T N E S S E T H

Exhibit 4.3 SECOND SUPPLEMENTAL INDENTURE (this ?Supplemental Indenture?), dated as of December 23, 2021, among the entities listed on Exhibit A attached hereto (each a ?Guaranteeing Subsidiary? and collectively, the ?Guaranteeing Subsidiaries?), Asbury Automotive Group, Inc., a Delaware corporation (the ?Company?), and U.S. Bank National Association, as trustee under the indenture referred to bel

February 22, 2022 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 22, 2022 Asbury Automotive Group, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-31262 01-0609375 (Co

February 22, 2022 EX-99.1

ASBURY AUTOMOTIVE GROUP APPOINTS NEW DIRECTOR TO ITS BOARD Hilliard C. Terry, III Provides Asbury Automotive Group with In-Depth Knowledge of Finance, Capital Allocation, and Corporate Development

Exhibit 99.1 Investors & Reporters May Contact: Karen Reid VP ? Corporate FP&A and Treasurer (770) 418-8211 [email protected] ASBURY AUTOMOTIVE GROUP APPOINTS NEW DIRECTOR TO ITS BOARD Hilliard C. Terry, III Provides Asbury Automotive Group with In-Depth Knowledge of Finance, Capital Allocation, and Corporate Development DULUTH, GA, February 22, 2022, - Asbury Automotive Group, Inc. (NYSE: ABG) (?

February 15, 2022 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 15, 2022 Asbury Automotive Group, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-31262 01-0609375 (Co

February 15, 2022 EX-99.1

Asbury Automotive Group Announces Record Financial Results for Fourth Quarter and Full Year 2021 and Increase in Share Repurchase Authorization

Exhibit 99.1 Investors & Reporters May Contact: Karen Reid VP & Treasurer (770) 418-8211 [email protected] Asbury Automotive Group Announces Record Financial Results for Fourth Quarter and Full Year 2021 and Increase in Share Repurchase Authorization ?Fourth quarter EPS of $6.44 per diluted share, up 40% over prior year EPS ?Fourth quarter adjusted EPS of $7.46 per diluted share (a non-GAAP measur

February 14, 2022 SC 13G/A

ABG / Asbury Automotive Group, Inc. / ABRAMS CAPITAL MANAGEMENT, L.P. - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 5)1* Asbury Automotive Group, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 043436104 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designa

February 14, 2022 SC 13G/A

ABG / Asbury Automotive Group, Inc. / ABRAMS CAPITAL MANAGEMENT, L.P. - SC 13G/A Passive Investment

SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 4)* Asbury Automotive Group, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 043436104 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to

February 11, 2022 SC 13G/A

ABG / Asbury Automotive Group, Inc. / Neuberger Berman Group LLC - NONE Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 4)* ASBURY AUTOMOTIVE GROUP INC. (Name of Issuer) Common (Title of Class of Securities) 043436104 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this

February 9, 2022 SC 13G/A

ABG / Asbury Automotive Group, Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 10)* Name of issuer: Asbury Automotive Group Inc. Title of Class of Securities: Common Stock CUSIP Number: 043436104 Date of Event Which Requires Filing of this Statement: December 31, 2021 Check the appropriate box to designate the rule pursuant to which this Schedule i

February 2, 2022 SC 13D/A

ABG / Asbury Automotive Group, Inc. / Impactive Capital LP - ASBURY AUTOMOTIVE GROUP, INC. Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 1)* Asbury Automotive Group, Inc. (Name of Issuer) Common Stock, $0.01 par value per share (Title of Class of Securities) 043436104 (CUSIP Number) Lauren

December 17, 2021 EX-99.1

Asbury Automotive Group Completes the Transformative Acquisition of Larry H. Miller Dealerships and Total Care Auto, Powered by Landcar

Exhibit 99.1 Investors & Reporters May Contact: Karen Reid VP ? Corporate FP&A and Treasurer (770) 418-8211 [email protected] Asbury Automotive Group Completes the Transformative Acquisition of Larry H. Miller Dealerships and Total Care Auto, Powered by Landcar Acquisition Represents: ?Eighth largest franchised dealership group in the US1 ?Over 60 stores in the attractive Western US representing 1

December 17, 2021 8-K

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 17, 2021 Asbury Automotive Group, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-31262 01-0609375 (Co

December 7, 2021 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 6, 2021 Asbury Automotive Group, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-31262 01-0609375 (Com

December 7, 2021 EX-99.1

Asbury Automotive Group Adds Approximately $715 Million in Annualized Revenues with Acquisition of Stevinson Automotive

Exhibit 99.1 Investors & Reporters May Contact: Karen Reid VP ? Corporate FP&A and Treasurer (770) 418-8211 [email protected] Asbury Automotive Group Adds Approximately $715 Million in Annualized Revenues with Acquisition of Stevinson Automotive ?Eight dealerships in the attractive Denver, Colorado market representing six franchise brands, plus an additional franchise open point ?Well-respected gr

November 30, 2021 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 29, 2021 Asbury Automotive Group, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-31262 01-0609375 (Co

November 30, 2021 EX-99.1

1 © Asbury Automotive Group 2021. All rights reserved.NYSE | ABG Investor Conference Presentation November/December| 2021 2 © Asbury Automotive Group 2021. All rights reserved.NYSE | ABG This presentation contains “forward-looking statements” within

1 ? Asbury Automotive Group 2021. All rights reserved.NYSE | ABG Investor Conference Presentation November/December| 2021 2 ? Asbury Automotive Group 2021. All rights reserved.NYSE | ABG This presentation contains ?forward-looking statements? within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are statements other than historical fact, and may inc

November 19, 2021 EX-4.4

Form of 5.000% Senior Note due 2032 (included as Exhibit A to the Indenture filed as Exhibit 4.2 hereto)

EXHIBIT A [RULE 144A][REGULATION S] [GLOBAL] NOTE [Insert the Global Note Legend, if applicable pursuant to the provisions of the Indenture] [Insert the Private Placement Legend, if applicable pursuant to the provisions of the Indenture] A-1 CUSIP: 043436 AX2 / U04348 AN5 ISIN: US043436AX21 / USU04348AN58 5.

November 19, 2021 EX-4.1

Indenture relating to the 2029 Notes, dated as of November 19, 2021, among the Company, each of the guarantors named therein and U.S. Bank National Association, as Trustee

Exhibit 4.1 Execution Version ASBURY AUTOMOTIVE GROUP, INC. and each of the Guarantors named herein 4.625% SENIOR NOTES DUE 2029 INDENTURE Dated as of November 19, 2021 U.S. BANK NATIONAL ASSOCIATION as Trustee TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE 1 Section 1.01. Definitions 1 Section 1.02. Other Definitions 24 Section 1.03. Rules of Construction 25 Section 1

November 19, 2021 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 19, 2021 Asbury Automotive Group, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-31262 01-0609375 (Co

November 19, 2021 EX-4.3

Form of 4.625% Senior Note due 2029 (included as Exhibit A to the Indenture filed as Exhibit 4.1 hereto)

EXHIBIT A [RULE 144A][REGULATION S] [GLOBAL] NOTE [Insert the Global Note Legend, if applicable pursuant to the provisions of the Indenture] [Insert the Private Placement Legend, if applicable pursuant to the provisions of the Indenture] A-1 CUSIP: 043436 AW4 / U04348 AM7 ISIN: US043436AW48 / USU04348AM75 4.

November 19, 2021 EX-4.2

Indenture relating to the 2032 Notes, dated as of November 19, 2021, among the Company, each of the guarantors named therein and U.S. Bank National Association, as Trustee

Exhibit 4.2 Execution Version ASBURY AUTOMOTIVE GROUP, INC. and each of the Guarantors named herein 5.000% SENIOR NOTES DUE 2032 INDENTURE Dated as of November 19, 2021 U.S. BANK NATIONAL ASSOCIATION as Trustee TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE 1 Section 1.01. Definitions 1 Section 1.02. Other Definitions 24 Section 1.03. Rules of Construction 25 Section 1

November 5, 2021 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 5, 2021 (November 4, 2021) Asbury Automotive Group, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-31

November 5, 2021 EX-1.1

Underwriting Agreement, dated November 2, 2021, among the Company and J.P. Morgan Securities LLC and BofA Securities, Inc., acting as representatives of the several underwriters named therein

Exhibit 1.1 Asbury Automotive Group, Inc. 3,300,000 Shares of Common Stock Underwriting Agreement November 2, 2021 J.P. Morgan Securities LLC BofA Securities, Inc. As Representatives of the several Underwriters listed in Schedule 1 hereto c/o J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179 c/o BofA Securities, Inc. One Bryant Park New York, New York 10036 Ladies and Gentleme

November 5, 2021 EX-99.1

ASBURY AUTOMOTIVE GROUP ANNOUNCES PRICING OF ITS PRIVATE OFFERING OF SENIOR NOTES DUE 2029 AND SENIOR NOTES DUE 2032

Exhibit 99.1 ASBURY AUTOMOTIVE GROUP ANNOUNCES PRICING OF ITS PRIVATE OFFERING OF SENIOR NOTES DUE 2029 AND SENIOR NOTES DUE 2032 Duluth, Georgia ? November 4, 2021. Asbury Automotive Group, Inc. (NYSE: ABG) (?Asbury?) announced today that it has priced its previously announced private placement of senior notes, consisting of $800 million aggregate principal amount of 4.625% Senior Notes due 2029

November 4, 2021 8-K

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 2, 2021 Asbury Automotive Group, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-31262 01-0609375 (Com

November 4, 2021 424B5

Calculation of Registration Fee Title of each class of securities to be registered Amount to be registered Maximum offering price Maximum aggregate offering price Amount of registration fee(1) Common Stock, par value $0.01 per share 3,795,000.00(2) $

Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-260658 Calculation of Registration Fee Title of each class of securities to be registered Amount to be registered Maximum offering price Maximum aggregate offering price Amount of registration fee(1) Common Stock, par value $0.01 per share 3,795,000.00(2) $182.00 $690,690,000.00 $64,026.96 (1) Calculated in accordance with Rul

November 1, 2021 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 1, 2021 Asbury Automotive Group, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-31262 01-0609375 (Com

November 1, 2021 424B2

3,300,000 Shares Common Stock

Table of Contents Filed Pursuant to Rule 424(b)(2) Registration No. 333-260658 The information in this preliminary prospectus supplement and the accompanying prospectus is not complete and may be changed. A registration statement relating to these securities has been declared effective by the Securities and Exchange Commission. This preliminary prospectus supplement and the accompanying prospectus

November 1, 2021 EX-99.5

LARRY H. MILLER AUTOMOTIVE REAL ESTATE PROPERTIES Condensed Combined Financial Statements September 30, 2021 and 2020

Exhibit 99.5 LARRY H. MILLER AUTOMOTIVE REAL ESTATE PROPERTIES Condensed Combined Financial Statements September 30, 2021 and 2020 LARRY H. MILLER AUTOMOTIVE REAL ESTATE PROPERTIES Condensed Combined Balance Sheets (unaudited) (In thousands) September 30, 2021 December 31, 2020 Assets Real estate: Land $ 206,138 189,890 Buildings and leasehold improvements 438,473 409,906 Furniture, fixtures, and

November 1, 2021 EX-99.3

Certain Information Excerpted from the Company’s Preliminary Offering Memorandum and Disclosed Pursuant to Regulation FD

EXHIBIT 99.3 Certain Information Excerpted from the Company?s Preliminary Offering Memorandum and Disclosed Pursuant to Regulation FD Disclosure Regarding Forward-Looking Statements Certain of the discussions and information included herein may constitute ?forward-looking statements? within the meaning of the United States federal securities laws. Forward-looking statements are statements that are

November 1, 2021 EX-99.1

LARRY H. MILLER DEALERSHIPS Combined Financial Statements December 31, 2020 and 2019 (With Independent Auditors’ Report Thereon)

EX-99.1 Exhibit 99.1 LARRY H. MILLER DEALERSHIPS Combined Financial Statements December 31, 2020 and 2019 (With Independent Auditors’ Report Thereon) LARRY H. MILLER DEALERSHIPS Table of Contents Page(s) Independent Auditors’ Report 1 Combined Balance Sheets 2 Combined Statements of Income 3 Combined Statements of Equity 4 Combined Statements of Cash Flows 5 Notes to Combined Financial Statements

November 1, 2021 EX-99.3

TOTAL CARE AUTO, POWERED BY LANDCAR C O N T E N T S Page Independent Auditor’s Report 2-3 Combined Financial Statements: Balance Sheets 4-5 Statements of Income 6 Statements of Comprehensive Income 7 Statements of Changes in Stockholders’ Equity 8 St

Exhibit 99.3 Total Care Auto, Powered by Landcar COMBINED FINANCIAL STATEMENTS AND INDEPENDENT AUDITOR?S REPORT For the Years Ended December 31, 2020 and 2019 TOTAL CARE AUTO, POWERED BY LANDCAR C O N T E N T S Page Independent Auditor?s Report 2-3 Combined Financial Statements: Balance Sheets 4-5 Statements of Income 6 Statements of Comprehensive Income 7 Statements of Changes in Stockholders? Eq

November 1, 2021 EX-99.4

LARRY H. MILLER DEALERSHIPS Condensed Combined Financial Statements Nine Months Ended September 30, 2021 and 2020

Exhibit 99.4 LARRY H. MILLER DEALERSHIPS Condensed Combined Financial Statements Nine Months Ended September 30, 2021 and 2020 LARRY H. MILLER DEALERSHIPS Condensed Combined Balance Sheets (unaudited) (In thousands) September 30, 2021 December 31, 2020 Assets Current assets: Cash and cash equivalents $ 83,628 46,150 Accounts receivable, net 169,634 206,620 Inventories 372,138 677,578 Other current

November 1, 2021 EX-99.7

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION OF THE COMBINED COMPANY

Exhibit 99.7 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION OF THE COMBINED COMPANY On September 28, 2021, a wholly-owned subsidiary of the Company entered into the Equity Purchase Agreement, the Insurance Purchase Agreement and the Real Estate Purchase Agreement (collectively, the ?Acquisition Agreements?) with certain entities affiliated with the LHM Business and the other parties

November 1, 2021 S-3ASR

As filed with the Securities and Exchange Commission on November 1, 2021.

Table of Contents As filed with the Securities and Exchange Commission on November 1, 2021.

November 1, 2021 EX-99.1

ASBURY AUTOMOTIVE GROUP ANNOUNCES PUBLIC PROPOSED OFFERING OF COMMON STOCK

Exhibit 99.1 ASBURY AUTOMOTIVE GROUP ANNOUNCES PUBLIC PROPOSED OFFERING OF COMMON STOCK Duluth, Georgia ? November 1, 2021 ? Asbury Automotive Group, Inc. (NYSE: ABG), one of the largest U.S.-based franchised automotive retailers (?Asbury?), announced today that it has commenced an underwritten public offering of 3,300,00 shares of its common stock pursuant to an automatic shelf registration state

November 1, 2021 EX-99.2

LARRY H. MILLER AUTOMOTIVE REAL ESTATE PROPERTIES Combined Financial Statements December 31, 2020 and 2019 (With Independent Auditors’ Report Thereon)

Exhibit 99.2 LARRY H. MILLER AUTOMOTIVE REAL ESTATE PROPERTIES Combined Financial Statements December 31, 2020 and 2019 (With Independent Auditors? Report Thereon) LARRY H. MILLER AUTOMOTIVE REAL ESTATE PROPERTIES Table of Contents Page Independent Auditors? Report 1 Combined Balance Sheets 2 Combined Statements of Income 3 Combined Statements of Changes in Parent?s Net Investment 4 Combined State

November 1, 2021 EX-99.2

ASBURY AUTOMOTIVE GROUP ANNOUNCES PRIVATE OFFERING OF SENIOR NOTES DUE 2029 AND SENIOR NOTES DUE 2032

Exhibit 99.2 ASBURY AUTOMOTIVE GROUP ANNOUNCES PRIVATE OFFERING OF SENIOR NOTES DUE 2029 AND SENIOR NOTES DUE 2032 Duluth, Georgia ? November 1, 2021. Asbury Automotive Group, Inc. (NYSE: ABG) (?Asbury?) announced today that it intends to offer up to $1.5 billion aggregate principal amount of Senior Notes, which will consist of Senior Notes due 2029 (the ?2029 Notes?) and Senior Notes due 2032 (th

November 1, 2021 EX-99.6

TOTAL CARE AUTO, POWERED BY LANDCAR C O N T E N T S Page Combined Financial Statements: Balance Sheets 1-2 Statements of Income 3 Statements of Comprehensive Income 4 Statements of Changes in Stockholders’ Equity 5 Statements of Cash Flows 6-7 Notes

Exhibit 99.6 Total Care Auto, Powered by Landcar COMBINED FINANCIAL STATEMENTS For the Nine Months Ended September 30, 2021 and 2020 TOTAL CARE AUTO, POWERED BY LANDCAR C O N T E N T S Page Combined Financial Statements: Balance Sheets 1-2 Statements of Income 3 Statements of Comprehensive Income 4 Statements of Changes in Stockholders? Equity 5 Statements of Cash Flows 6-7 Notes to Combined Finan

November 1, 2021 8-K

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 1, 2021 Asbury Automotive Group, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-31262 01-0609375 (Com

October 26, 2021 EX-10.1

BANK OF AMERICA, N.A. BOFA SECURITIES, INC. One Bryant Park New York, New York 10036

Exhibit 10.1 BANK OF AMERICA, N.A. BOFA SECURITIES, INC. One Bryant Park New York, New York 10036 JPMORGAN CHASE BANK, N.A. 383 Madison Avenue New York, NY 10179 CONFIDENTIAL September 28, 2021 Asbury Automotive Group, Inc. 2905 Premiere Parkway, NW, Suite 300 Duluth, Georgia 30097 Attention: David W. Hult, President and Chief Executive Officer Project Guardian Commitment Letter Ladies and Gentlem

October 26, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 ☐ TRANSITION REPORT PURSUANT

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-3126

October 26, 2021 EX-2.1

PURCHASE AGREEMENT AMONG ASBURY AUTOMOTIVE GROUP, L.L.C., LHM AUTO ULTIMATE HOLDINGS, LLC, LANDCAR MANAGEMENT, LTD, MILLER FAMILY REAL ESTATE, L.L.C., LANDCAR CASUALTY COMPANY, LANDCAR AGENCY, INC., LANDCAR ADMINISTRATION COMPANY, THE GAIL MILLER GST

Exhibit 2.1 PURCHASE AGREEMENT AMONG ASBURY AUTOMOTIVE GROUP, L.L.C., LHM AUTO ULTIMATE HOLDINGS, LLC, LANDCAR MANAGEMENT, LTD, MILLER FAMILY REAL ESTATE, L.L.C., LANDCAR CASUALTY COMPANY, LANDCAR AGENCY, INC., LANDCAR ADMINISTRATION COMPANY, AND THE GAIL MILLER GST TRUST, DATED AS OF DECEMBER 1, 2019 DATED AS OF SEPTEMBER 28, 2021 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 2 1.1 Defined Terms 2

October 26, 2021 EX-4.1

W I T N E S S E T H

Exhibit 4.1 FIRST SUPPLEMENTAL INDENTURE (this ?Supplemental Indenture?), dated as of September 3, 2021, among Asbury CO HG, LLC, a Delaware limited liability company, Asbury Noblesville CDJR, LLC, a Delaware limited liability company, Asbury Greeley SUB, LLC, a Delaware limited liability company, Asbury CO GEN, LLC, a Delaware limited liability company, and Asbury Risk Services, LLC, a Delaware l

October 26, 2021 EX-2.2

REAL ESTATE PURCHASE AND SALE AGREEMENT

Exhibit 2.2 REAL ESTATE PURCHASE AND SALE AGREEMENT THIS REAL ESTATE PURCHASE AND SALE AGREEMENT (this ?Agreement?) is entered into as of this September 28, 2021 (the ?Effective Date?), by and among MILLER FAMILY REAL ESTATE, L.L.C., a Utah limited liability company, dba Larry H. Miller Real Estate, and LARRY H. MILLER CORPORATION ? BOISE, a Utah corporation as a seller as to a single Property as

October 26, 2021 EX-99.1

Asbury Automotive Group Announces Record Third Quarter 2021 Financial Results

EX-99.1 2 a2021q3ex991.htm EX-99.1 Exhibit 99.1 Investors & Reporters May Contact: Karen Reid VP & Treasurer (770) 418-8211 [email protected] Asbury Automotive Group Announces Record Third Quarter 2021 Financial Results •Third quarter EPS of $7.54 per diluted share, up 52% over prior year EPS •Third quarter adjusted EPS of $7.36 per diluted share (a non-GAAP measure), up 80% over prior year adjust

October 26, 2021 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 26, 2021 Asbury Automotive Group, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-31262 01-0609375 (Com

October 26, 2021 EX-4.2

W I T N E S S E T H

Exhibit 4.2 FIRST SUPPLEMENTAL INDENTURE (this ?Supplemental Indenture?), dated as of September 3, 2021, among Asbury CO HG, LLC, a Delaware limited liability company, Asbury Noblesville CDJR, LLC, a Delaware limited liability company, Asbury Greeley SUB, LLC, a Delaware limited liability company, Asbury CO GEN, LLC, a Delaware limited liability company, and Asbury Risk Services, LLC, a Delaware l

October 26, 2021 EX-2.3

PURCHASE AGREEMENT AMONG ASBURY AUTOMOTIVE GROUP, L.L.C., THE LAC OWNERS, THE LCA OWNERS, THE LCC OWNERS LHM AUTO ULTIMATE HOLDINGS, LLC, AS THE OWNERS REPRESENTATIVE THE GAIL MILLER GST TRUST, DATED AS OF DECEMBER 1, 2019 DATED AS OF SEPTEMBER 28, 2

Exhibit 2.3 PURCHASE AGREEMENT AMONG ASBURY AUTOMOTIVE GROUP, L.L.C., THE LAC OWNERS, THE LCA OWNERS, THE LCC OWNERS LHM AUTO ULTIMATE HOLDINGS, LLC, AS THE OWNERS REPRESENTATIVE AND THE GAIL MILLER GST TRUST, DATED AS OF DECEMBER 1, 2019 DATED AS OF SEPTEMBER 28, 2021 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 1 1.1 Defined Terms 1 1.2 Additional Defined Terms 14 1.3 Interpretation 16 ARTICLE I

September 29, 2021 EX-99.1

Asbury Automotive Group Adds Approximately $5.7 Billion in Annualized Revenues with Transformational Acquisition of Larry H. Miller Dealerships and Total Care Auto, Powered by Landcar

Exhibit 99.1 Investors & Reporters May Contact: Karen Reid VP ? Corporate FP&A and Treasurer (770) 418-8211 [email protected] Asbury Automotive Group Adds Approximately $5.7 Billion in Annualized Revenues with Transformational Acquisition of Larry H. Miller Dealerships and Total Care Auto, Powered by Landcar Acquisition Represents: ?Eighth largest dealership group in the US1 ?Over 60 stores in the

September 29, 2021 EX-99.2

1 © Asbury Automotive Group 2021. All rights reserved.NYSE | ABG Acquisition of Larry H. Miller Dealerships & Total Care Auto, Powered by Landcar September 29, 2021 © Asbury Automotive Group 2021. All R ghts Reserved (NYSE: ABG) 2 © Asbury Automotive

1 ? Asbury Automotive Group 2021. All rights reserved.NYSE | ABG Acquisition of Larry H. Miller Dealerships & Total Care Auto, Powered by Landcar September 29, 2021 ? Asbury Automotive Group 2021. All R ghts Reserved (NYSE: ABG) 2 ? Asbury Automotive Group 2021. All rights reserved.NYSE | ABG To the extent that statements in this presentation are not recitations of historical fact, such statements

September 29, 2021 8-K

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 28, 2021 Asbury Automotive Group, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-31262 01-0609375 (C

July 28, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 ☐ TRANSITION REPORT PURSUANT TO S

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-31262 ASB

July 28, 2021 EX-10.3

SEPARATION AGREEMENT AND GENERAL RELEASE

Exhibit 10.3 SEPARATION AGREEMENT AND GENERAL RELEASE Asbury Automotive Group, Inc. (the "Company"), and Patrick J. Guido ("Employee") have entered into this Separation Agreement and General Release (this "Agreement") as of this 25th day of June 2021 (the "Agreement Date"). In consideration of the mutual promises contained in this Agreement, Company and Employee (together, the ?Parties?) agree as

July 27, 2021 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 27, 2021 Asbury Automotive Group, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-31262 01-0609375 (Commis

July 27, 2021 EX-99.1

ASBURY AUTOMOTIVE GROUP ANNOUNCES RECORD SECOND QUARTER 2021 FINANCIAL RESULTS Second quarter EPS of $7.80 per diluted share, up 204% over prior year EPS Second quarter adjusted EPS of $7.78 per diluted share (a non-GAAP measure), up 209% over prior

Exhibit 99.1 Investors & Reporters May Contact: Karen Reid VP & Treasurer (770) 418-8211 [email protected] ASBURY AUTOMOTIVE GROUP ANNOUNCES RECORD SECOND QUARTER 2021 FINANCIAL RESULTS Second quarter EPS of $7.80 per diluted share, up 204% over prior year EPS Second quarter adjusted EPS of $7.78 per diluted share (a non-GAAP measure), up 209% over prior year adjusted EPS Second quarter revenue in

July 9, 2021 SC 13D

ABG / Asbury Automotive Group, Inc. / Impactive Capital LP - ASBURY AUTOMOTIVE GROUP, INC. Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO ? 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO ? 240.13d-2(a) (Amendment No. )* Asbury Automotive Group, Inc. (Name of Issuer) Common Stock, $0.01 par value per share (Title of Class of Securities) 043436104 (CUSIP Number) Lauren Ta

July 6, 2021 EX-99.1

Asbury Automotive Group, Inc. Announces Appointment of Michael Welch as Chief Financial Officer

Exhibit 99.1 Investors & Reporters May Contact: Karen Reid VP & Treasurer (770) 418-8211 [email protected] Asbury Automotive Group, Inc. Announces Appointment of Michael Welch as Chief Financial Officer DULUTH, GA, July 6, 2021 - Asbury Automotive Group, Inc. (NYSE: ABG) (?Asbury? or the ?Company?), one of the largest automotive retail and service companies in the U.S., today announced that Michae

July 6, 2021 EX-10.1

June 14, 2021

Exhibit 10.1 June 14, 2021 Mr. Michael Welch Dear Michael: We are excited about the prospect of you joining the Asbury Automotive Group team as the Senior Vice President & Chief Financial Officer reporting to me, subject to your appointment by the Board of Directors. I am sure you will make significant contributions to our company and look forward to you starting on August 9, 2021. Cash Compensati

July 6, 2021 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 5, 2021 Asbury Automotive Group, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-31262 01-0609375 (Commiss

June 28, 2021 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 24, 2021 Asbury Automotive Group, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-31262 01-0609375 (Commis

June 28, 2021 EX-99.1

Asbury Automotive Group Announces Departure of Patrick J. Guido as CFO

Exhibit 99.1 Investors & Reporters May Contact: Karen Reid VP & Treasurer (770) 418-8211 [email protected] Asbury Automotive Group Announces Departure of Patrick J. Guido as CFO DULUTH, GA, June 28, 2021 - Asbury Automotive Group, Inc. (NYSE: ABG) (?Asbury? or the ?Company?), one of the largest automotive retail and service companies in the U.S., today announced that Patrick J. Guido provided noti

May 20, 2021 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 20, 2021 Asbury Automotive Group, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-31262 01-0609375 (Commiss

May 20, 2021 EX-10.1

CREDIT AGREEMENT Dated as of May 10, 2021 ASBURY AUTOMOTIVE GROUP, INC., as the Company, CERTAIN OF ITS SUBSIDIARIES, as Borrowers BANK OF AMERICA, N.A., as Administrative Agent, THE OTHER LENDERS PARTY HERETO

Exhibit 10.1 (2021 Real Estate Facility) CREDIT AGREEMENT Dated as of May 10, 2021 among ASBURY AUTOMOTIVE GROUP, INC., as the Company, and CERTAIN OF ITS SUBSIDIARIES, as Borrowers BANK OF AMERICA, N.A., as Administrative Agent, and THE OTHER LENDERS PARTY HERETO BOFA SECURITIES, INC., as Sole Lead Arranger and Sole Bookrunner TABLE OF CONTENTS Page ARTICLE I. DEFINITIONS AND ACCOUNTING TERMS 1 1

April 27, 2021 10-Q

Quarterly Report - FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-31262 AS

April 27, 2021 EX-99.1

ASBURY AUTOMOTIVE GROUP ANNOUNCES RECORD FIRST QUARTER 2021 FINANCIAL RESULTS First quarter EPS of $4.78 per diluted share, up 373% over prior year EPS First quarter adjusted EPS of $4.68 per diluted share (a non-GAAP measure), up 160% over prior yea

EX-99.1 2 a2021q1ex991.htm EXHIBIT 99.1 - PRESS RELEASE Exhibit 99.1 Investors & Reporters May Contact: Karen Reid VP & Treasurer (770) 418-8211 [email protected] ASBURY AUTOMOTIVE GROUP ANNOUNCES RECORD FIRST QUARTER 2021 FINANCIAL RESULTS First quarter EPS of $4.78 per diluted share, up 373% over prior year EPS First quarter adjusted EPS of $4.68 per diluted share (a non-GAAP measure), up 160% o

April 27, 2021 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 27, 2021 Asbury Automotive Group, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-31262 01-0609375 (Commi

April 23, 2021 8-K

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 20, 2021 Asbury Automotive Group, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-31262 01-0609375 (Commi

March 12, 2021 DEF 14A

Definitive Proxy Statement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

March 1, 2021 EX-10.15

ASBURY AUTOMOTIVE GROUP, INC. 2019 EQUITY AND INCENTIVE COMPENSATION PLAN AWARD AGREEMENT

Exhibit 10.15 ASBURY AUTOMOTIVE GROUP, INC. 2019 EQUITY AND INCENTIVE COMPENSATION PLAN AWARD AGREEMENT AWARD AGREEMENT UNDER THE ASBURY AUTOMOTIVE GROUP, INC. 2019 EQUITY AND INCENTIVE COMPENSATION PLAN, dated as of the Date of Grant, between Asbury Automotive Group, Inc., a Delaware corporation (the ?Company?), and the Grantee. This Award Agreement (this ?Award Agreement?) sets forth the terms a

March 1, 2021 EX-4.9

Exhibit 4.9

EXHIBIT 4.9 DESCRIPTION OF THE REGISTRANT?S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 Asbury Automotive Group, Inc. (the ?Corporation,? ?Asbury,? ?us,? ?we,? or ?our?) has one class of securities, our common stock, registered under Section 12 of the Securities Exchange Act of 1934, as amended. DESCRIPTION OF COMMON STOCK The following description of our co

March 1, 2021 EX-10.13

SEVERANCE PAY AGREEMENT FOR KEY EMPLOYEE

Exhibit 10.13 SEVERANCE PAY AGREEMENT FOR KEY EMPLOYEE This Agreement is entered into as of May 11, 2020 (the ?Effective Date?) between Asbury Automotive Group, Inc. (?Asbury?) and Patrick J. Guido (?Executive?). IN CONSIDERATION of the promises and mutual covenants and agreements contained herein, the Asbury and Executive agree as follows: 1.Severance Pay Arrangement If a Termination (as defined

March 1, 2021 EX-21

Entity Name Domestic State Foreign Qualification AF Motors, L.L.C. DE FL ANL, L.P. DE FL Arkansas Automotive Services, L.L.C. DE AR Asbury AR Niss L.L.C. DE AR Asbury Arlington MB, LLC DE TX Asbury Atlanta AC L.L.C. DE GA Asbury Atlanta AU L.L.C. DE

Exhibit 21 Entity Name Domestic State Foreign Qualification AF Motors, L.L.C. DE FL ANL, L.P. DE FL Arkansas Automotive Services, L.L.C. DE AR Asbury AR Niss L.L.C. DE AR Asbury Arlington MB, LLC DE TX Asbury Atlanta AC L.L.C. DE GA Asbury Atlanta AU L.L.C. DE GA Asbury Atlanta BM L.L.C. DE GA Asbury Atlanta CHEV, LLC DE GA Asbury Atlanta Chevrolet L.L.C. DE Asbury Atlanta Ford, LLC DE GA Asbury A

March 1, 2021 10-K

Annual Report - FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-31

February 11, 2021 SC 13G/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 03)* ASBURY AUTOMOTIVE GROUP INC. (Name of Issuer) (Title of Class of Securities) (CUSIP Number) December 31

Schedule 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 03)* ASBURY AUTOMOTIVE GROUP INC. (Name of Issuer) Common (Title of Class of Securities) 043436104 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant

February 10, 2021 SC 13G/A

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 9)*

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 9)* Name of issuer: Asbury Automotive Group Inc. Title of Class of Securities: Common Stock CUSIP Number: 043436104 Date of Event Which Requires Filing of this Statement: December 31, 2020 Check the appropriate box to designate the rule pursuant to which this Schedule is

February 2, 2021 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 2, 2021 Asbury Automotive Group, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-31262 01-0609375 (Com

February 2, 2021 EX-99.1

ASBURY AUTOMOTIVE GROUP ANNOUNCES FOURTH QUARTER FINANCIAL RESULTS Record fourth quarter EPS of $4.59 per diluted share, up 103% over prior year quarter Record full year EPS of $13.18, up 38% over prior year Fourth quarter revenue increased 18% and g

Exhibit 99.1 Investors & Reporters May Contact: Matt Pettoni VP of Finance & Treasurer (770) 418-8219 [email protected] ASBURY AUTOMOTIVE GROUP ANNOUNCES FOURTH QUARTER FINANCIAL RESULTS Record fourth quarter EPS of $4.59 per diluted share, up 103% over prior year quarter Record full year EPS of $13.18, up 38% over prior year Fourth quarter revenue increased 18% and gross profit increased 23% over

February 1, 2021 EX-99.1

ASBURY AUTOMOTIVE GROUP APPOINTS WILLIAM D. FAY, A RECENTLY RETIRED TOYOTA EXECUTIVE, TO ITS BOARD William D. Fay’s Extensive Background Provides Asbury Automotive Group with Additional Automotive Manufacturer Expertise

Exhibit 99.1 Media & Investor Contact: Matt Pettoni VP of Finance & Treasurer (770) 418-8219 [email protected] ASBURY AUTOMOTIVE GROUP APPOINTS WILLIAM D. FAY, A RECENTLY RETIRED TOYOTA EXECUTIVE, TO ITS BOARD William D. Fay’s Extensive Background Provides Asbury Automotive Group with Additional Automotive Manufacturer Expertise DULUTH, GA, February 1, 2021, - Asbury Automotive Group, Inc. (NYSE:

February 1, 2021 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 27, 2021 Asbury Automotive Group, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-31262 01-0609375 (Com

January 28, 2021 8-K

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 27, 2021 Asbury Automotive Group, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-31262 01-0609375 (Com

December 30, 2020 CORRESP

-

ASBURY AUTOMOTIVE GROUP, INC. 2905 Premiere Parkway, Suite 300 Duluth, GA 30097 December 30, 2020 VIA EDGAR SUBMISSION Mr. Stephen Kim and Mr. Robert Shapiro Office of Trade & Services Division of Corporation Finance United States Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 RE: Asbury Automotive Group, Inc. Form 10-K for Fiscal Year Ended December 31, 2019 Filed Marc

December 2, 2020 8-K

Regulation FD Disclosure, Financial Statements and Exhibits - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 2, 2020 Asbury Automotive Group, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-31262 01-0609375 (Com

December 2, 2020 EX-99.2

To the extent that statements in this presentation are not recitations of historical fact, such statements constitute “forward-looking statements" as such term is defined in the Private Securities Litigation Reform Act of 1995. The forward-looking st

clicklane2020exhibit992 To the extent that statements in this presentation are not recitations of historical fact, such statements constitute “forward-looking statements" as such term is defined in the Private Securities Litigation Reform Act of 1995.

December 2, 2020 EX-99.1

ASBURY AUTOMOTIVE GROUP LAUNCHES CLICKLANE— THE FIRST-EVER END-TO-END CAR-BUYING SOLUTION— AND UNVEILS ITS FIVE-YEAR STRATEGIC VISION The innovative platform is an evolution of Asbury’s PushStart tool and allows for consumers to complete the entire c

Exhibit 99.1 Media & Investor Contact: Matt Pettoni VP of Finance & Treasurer (770) 418-8219 [email protected] ASBURY AUTOMOTIVE GROUP LAUNCHES CLICKLANE— THE FIRST-EVER END-TO-END CAR-BUYING SOLUTION— AND UNVEILS ITS FIVE-YEAR STRATEGIC VISION The innovative platform is an evolution of Asbury’s PushStart tool and allows for consumers to complete the entire car-buying transaction within 15 minutes

November 3, 2020 EX-10.1

SECOND AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT

Exhibit 10.1 SECOND AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT This SECOND AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT, dated as of August 10, 2020 (this “Amendment”) is by and among ASBURY AUTOMOTIVE GROUP, INC., a Delaware corporation (“Company”), certain Subsidiaries of the Company party hereto as New Vehicle Borrowers (each a “New Vehicle Borrower” and collectively w

November 3, 2020 10-Q

Quarterly Report - FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-3126

October 27, 2020 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 27, 2020 Asbury Automotive Group, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-31262 01-0609375 (Com

October 27, 2020 EX-99.1

ASBURY AUTOMOTIVE GROUP ANNOUNCES ALL TIME RECORD THIRD QUARTER 2020 FINANCIAL RESULTS Third quarter EPS of $4.96 per diluted share, up 113% over prior year EPS Record third quarter adjusted EPS of $4.08 per diluted share (a non-GAAP measure), up 75%

Exhibit 99.1 Investors & Reporters May Contact: Matt Pettoni VP of Finance & Treasurer (770) 418-8219 [email protected] ASBURY AUTOMOTIVE GROUP ANNOUNCES ALL TIME RECORD THIRD QUARTER 2020 FINANCIAL RESULTS Third quarter EPS of $4.96 per diluted share, up 113% over prior year EPS Record third quarter adjusted EPS of $4.08 per diluted share (a non-GAAP measure), up 75% over prior year adjusted EPS

October 14, 2020 EX-99.1

Asbury Automotive Group Reports Preliminary Results and Schedules Third Quarter 2020 Earnings Call

EX-99.1 2 ex991q32020preliminary.htm EX-99.1 Exhibit 99.1 Investors & Reporters May Contact: Matt Pettoni VP of Finance & Treasurer (770) 418-8219 [email protected] Asbury Automotive Group Reports Preliminary Results and Schedules Third Quarter 2020 Earnings Call Duluth, GA, October 14, 2020 – Asbury Automotive Group, Inc. (NYSE: ABG), one of the largest automotive retail and service companies in

October 14, 2020 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 14, 2020 Asbury Automotive Group, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-31262 01-0609375 (Com

October 13, 2020 424B3

Asbury Automotive Group, Inc. Offer to Exchange up to $405,000,000 Aggregate Principal Amount of 4.50% Senior Notes due 2028 Issued in a Transaction Registered under the Securities Act of 1933 and Related Guarantees a Like Principal Amount of Outstan

Form 424(b)(3) Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No.

October 13, 2020 CORRESP

October 13, 2020

October 13, 2020 VIA EDGAR CORRESPONDENCE Securities and Exchange Commission 100 F Street, NE Washington, D.

October 9, 2020 CORRESP

October 9, 2020

October 9, 2020 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, DC 20549 Re: Asbury Automotive Group, Inc.

September 30, 2020 8-K/A

Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets - FORM 8-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 30, 2020 (August 24, 2020) Asbury Automotive Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-31262 01-0609375 (State or o

September 30, 2020 EX-99.2

Park Place Dealerships – Selected Entities Combined and Consolidated Balance Sheets June 30, 2020 and 2019 ASSETS June 30, 2020 June 30, 2019 Current assets: Cash and cash equivalents $ 50,760,182 $ 38,693,587 Contracts in transit 23,968,397 21,399,0

EX-99.2 Exhibit 99.2 Park Place Dealerships – Selected Entities Combined and Consolidated Balance Sheets June 30, 2020 and 2019 ASSETS June 30, 2020 June 30, 2019 Current assets: Cash and cash equivalents $ 50,760,182 $ 38,693,587 Contracts in transit 23,968,397 21,399,072 Receivables, net 26,960,424 36,033,860 Inventories 145,591,533 243,555,081 Prepaid expenses 1,726,124 1,787,052 Courtesy vehic

September 30, 2020 EX-99.3

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

EX-99.3 Exhibit 99.3 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION The unaudited pro forma condensed combined financial statements presented below are derived from the historical consolidated financial statements of the Company and Park Place, as adjusted to give effect to the recently completed acquisition (the “Acquisition”) of all of the assets of, and lease of the real property

September 30, 2020 EX-99.1

Combined and Consolidated Financial Statements: Park Place Dealerships – Selected Entities Combined and Consolidated Balance Sheet December 31, 2019 ASSETS Current assets: Cash and cash equivalents $ 41,143,434 Contracts in transit 26,843,135 Receiva

EX-99.1 Exhibit 99.1 Independent Auditors’ Report Partners and Members Park Place Dealerships - Selected Entities Dallas, Texas We have audited the accompanying combined and consolidated financial statements of Park Place Dealerships—Selected Entities (the “Company”), which comprise the combined and consolidated balance sheet as of December 31, 2019, and the related combined and consolidated state

September 30, 2020 EX-5.3

Opinion of Stoel Rives LLP

EX-5.3 Exhibit 5.3 [Stoel Rives LLP Letterhead] September 30, 2020 VIA EMAIL AND UPS Asbury Automotive Group, Inc. 2905 Premiere Parkway, NW, Suite 300 Duluth, Georgia 30097 Re: Registration Statement on Form S-4 Filed by Asbury Automotive Group, Inc. and the Guarantors (as defined below) Relating to the Exchange Offer (as defined below) Ladies and Gentlemen: We have acted as Oregon local counsel

September 30, 2020 S-4/A

- FORM S-4/A

Form S-4/A Table of Contents As filed with the Securities and Exchange Commission on September 30, 2020 Registration No.

September 30, 2020 EX-99.1

Form of Letter of Transmittal

EX-99.1 Exhibit 99.1 ASBURY AUTOMOTIVE GROUP, INC. LETTER OF TRANSMITTAL OFFER TO EXCHANGE Up to $405,000,000 Aggregate Principal Amount of 4.50% Senior Notes due 2028 Issued in a Transaction Registered under the Securities Act of 1933 For a Like Principal Amount of Outstanding Restricted 4.50% Senior Notes due 2028 Issued in February 2020 and September 2020 And Up to $445,000,000 Aggregate Princi

September 16, 2020 EX-4.8

Registration Rights Agreement relating to the 2030 Notes, dated September 16, 2020, among Asbury Automotive Group, Inc., the guarantors party thereto and BofA Securities, Inc., as representative of the Initial Purchasers

EX-4.8 Exhibit 4.8 REGISTRATION RIGHTS AGREEMENT among Asbury Automotive Group, Inc., the Guarantors party hereto and BofA Securities, Inc., as Representative of the Initial Purchasers Dated as of September 16, 2020 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of September 16, 2020, among Asbury Automotive Group, Inc., a Delaware c

September 16, 2020 EX-4.3

Officer’s Certificate of Asbury Automotive Group, Inc. pursuant to the 2028 Notes Indenture, dated September 16, 2020 (filed as Exhibit 4.3 to the Company’s Current Report on Form 8-K filed with the SEC on September 16, 2020)

EX-4.3 Exhibit 4.3 ASBURY AUTOMOTIVE GROUP, INC. OFFICER’S CERTIFICATE PURSUANT TO THE INDENTURE September 16, 2020 Reference is made to the Indenture (the “Indenture”), dated as of February 19, 2020, among Asbury Automotive Group, Inc., a Delaware corporation (the “Company”), the guarantors party thereto and U.S. Bank National Association, as trustee (the “Trustee”), regarding the Notes (defined

September 16, 2020 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 16, 2020 (September 16, 2020) Asbury Automotive Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-31262 01-0609375 (State or other jurisdiction

September 16, 2020 EX-4.4

Officer’s Certificate of Asbury Automotive Group, Inc. pursuant to the 2030 Notes Indenture, dated September 16, 2020 (filed as Exhibit 4.4 to the Company’s Current Report on Form 8-K filed with the SEC on September 16, 2020)

EX-4.4 Exhibit 4.4 ASBURY AUTOMOTIVE GROUP, INC. OFFICER’S CERTIFICATE PURSUANT TO THE INDENTURE September 16, 2020 Reference is made to the Indenture (the “Indenture”), dated as of February 19, 2020, among Asbury Automotive Group, Inc., a Delaware corporation (the “Company”), the guarantors party thereto and U.S. Bank National Association, as trustee (the “Trustee”), regarding the Notes (defined

September 16, 2020 EX-4.7

Registration Rights Agreement relating to the 2028 Notes, dated September 16, 2020, among Asbury Automotive Group, Inc., the guarantors party thereto and BofA Securities, Inc., as representative of the Initial Purchasers

EX-4.7 Exhibit 4.7 REGISTRATION RIGHTS AGREEMENT among Asbury Automotive Group, Inc., the Guarantors party hereto and BofA Securities, Inc., as Representative of the Initial Purchasers Dated as of September 16, 2020 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of September 16, 2020, among Asbury Automotive Group, Inc., a Delaware c

September 14, 2020 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 14, 2020 (September 14, 2020) Asbury Automotive Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-31262 01-0609375 (State or other jurisdiction

September 14, 2020 EX-99.1

Certain Information Excerpted from the Company’s Preliminary Offering Memorandum and Disclosed Pursuant to Regulation FD

EX-99.1 Exhibit 99.1 Certain Information Excerpted from the Company’s Preliminary Offering Memorandum and Disclosed Pursuant to Regulation FD Disclosure Regarding Forward-Looking Statements Certain of the discussions and information included in this offering memorandum may constitute “forward-looking statements” within the meaning of the United States federal securities laws. Forward-looking state

September 14, 2020 EX-99.3

Park Place Dealerships – Selected Entities Combined and Consolidated Balance Sheets June 30, 2020 and 2019 ASSETS June 30,2020 June 30,2019 Current assets: Cash and cash equivalents $ 50,760,182 $ 38,693,587 Contracts in transit 23,968,397 21,399,072

EX-99.3 Exhibit 99.3 Park Place Dealerships – Selected Entities Combined and Consolidated Balance Sheets June 30, 2020 and 2019 ASSETS June 30,2020 June 30,2019 Current assets: Cash and cash equivalents $ 50,760,182 $ 38,693,587 Contracts in transit 23,968,397 21,399,072 Receivables, net 26,960,424 36,033,860 Inventories 145,591,533 243,555,081 Prepaid expenses 1,726,124 1,787,052 Courtesy vehicle

September 14, 2020 EX-99.2

Combined and Consolidated Financial Statements: Park Place Dealerships – Selected Entities Combined and Consolidated Balance Sheet December 31, 2019 ASSETS Current assets: Cash and cash equivalents $ 41,143,434 Contracts in transit 26,843,135 Receiva

EX-99.2 Exhibit 99.2 Independent Auditors’ Report Partners and Members Park Place Dealerships - Selected Entities Dallas, Texas We have audited the accompanying combined and consolidated financial statements of Park Place Dealerships—Selected Entities (the “Company”), which comprise the combined and consolidated balance sheet as of December 31, 2019, and the related combined and consolidated state

September 14, 2020 EX-99.4

ASBURY AUTOMOTIVE GROUP ANNOUNCES PRIVATE OFFERING OF ADDITIONAL SENIOR NOTES DUE 2028 AND ADDITIONAL SENIOR NOTES DUE 2030

EX-99.4 Exhibit 99.4 ASBURY AUTOMOTIVE GROUP ANNOUNCES PRIVATE OFFERING OF ADDITIONAL SENIOR NOTES DUE 2028 AND ADDITIONAL SENIOR NOTES DUE 2030 Duluth, Georgia – September 14, 2020. Asbury Automotive Group, Inc. (NYSE: ABG) (“Asbury”) announced today that it intends to offer up to $250.0 million aggregate principal amount of additional senior notes, which will consist of senior notes due 2028 (th

August 24, 2020 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 24, 2020 Asbury Automotive Group, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-31262 01-0609375 (Comm

August 24, 2020 EX-99.1

ASBURY AUTOMOTIVE GROUP COMPLETES THE ACQUISITION OF PARK PLACE DEALERSHIPS Adds $1.7 billion in annualized revenues Acquisition expected to be immediately accretive to cash flow and earnings

Exhibit 99.1 Investors & Reporters May Contact: Matt Pettoni VP of Finance & Treasurer (770) 418-8219 [email protected] ASBURY AUTOMOTIVE GROUP COMPLETES THE ACQUISITION OF PARK PLACE DEALERSHIPS Adds $1.7 billion in annualized revenues Acquisition expected to be immediately accretive to cash flow and earnings DULUTH, GA, August 24, 2020 - Asbury Automotive Group, Inc. (NYSE: ABG), one of the larg

August 14, 2020 EX-99.1

Form of Letter of Transmittal

EX-99.1 Exhibit 99.1 ASBURY AUTOMOTIVE GROUP, INC. LETTER OF TRANSMITTAL OFFER TO EXCHANGE Up to $280,000,000 Aggregate Principal Amount of 4.50% Senior Notes due 2028 Issued in a Transaction Registered under the Securities Act of 1933 For a Like Principal Amount of Outstanding Restricted 4.50% Senior Notes due 2028 Issued in February 2020 And Up to $320,000,000 Aggregate Principal Amount of 4.75%

August 14, 2020 EX-5.3

Opinion of Stoel Rives LLP

EX-5.3 Exhibit 5.3 [Stoel Rives LLP Letterhead] August 14, 2020 VIA EMAIL AND UPS Asbury Automotive Group, Inc. 2905 Premiere Parkway, NW, Suite 300 Duluth, Georgia 30097 Re: Registration Statement on Form S-4 Filed by Asbury Automotive Group, Inc. and the Guarantors (as defined below) Relating to the Exchange Offer (as defined below) Ladies and Gentlemen: We have acted as Oregon local counsel to

August 14, 2020 S-4

- FORM S-4

Form S-4 As filed with the Securities and Exchange Commission on August 14, 2020 Registration No.

August 14, 2020 EX-25.1

Statement of Eligibility on Form T-1 of U.S. Bank National Association*

EX-25.1 Exhibit 25.1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ☐ Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2) U.S. BANK NATIONAL ASSOCIATION (Exact name of Trustee as specified in its charter) 31-0841368 I.R.S. Employer

July 31, 2020 10-Q

Quarterly Report - FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-31262 ASB

July 31, 2020 EX-2.1

ASSET PURCHASE AGREEMENT THE IDENTIFIED SELLERS, THE IDENTIFIED SELLER AFFILIATE, THE IDENTIFIED PRINCIPAL, THE IDENTIFIED REAL ESTATE OWNERS ASBURY AUTOMOTIVE GROUP L.L.C. DATED July 6, 2020 TABLE OF CONTENTS

Exhibit 2.1 CERTAIN IDENTIFIED INFORMATION HAS BEEN REDACTED FROM THIS EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED. “[***]” INDICATES THAT INFORMATION HAS BEEN REDACTED. ASSET PURCHASE AGREEMENT AMONG THE IDENTIFIED SELLERS, THE IDENTIFIED SELLER AFFILIATE, THE IDENTIFIED PRINCIPAL, THE IDENTIFIED REAL ESTATE OWNERS AND AS

July 28, 2020 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 28, 2020 Asbury Automotive Group, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-31262 01-0609375 (Commis

July 28, 2020 EX-99.1

ASBURY AUTOMOTIVE GROUP ANNOUNCES RECORD SECOND QUARTER 2020 FINANCIAL RESULTS Record operating margin of 5.7% Record low SG&A as a percentage of gross profit of 62.7% Record 20% of used sales transacted online

Exhibit 99.1 Investors & Reporters May Contact: Matt Pettoni VP of Finance & Treasurer (770) 418-8219 [email protected] ASBURY AUTOMOTIVE GROUP ANNOUNCES RECORD SECOND QUARTER 2020 FINANCIAL RESULTS Record operating margin of 5.7% Record low SG&A as a percentage of gross profit of 62.7% Record 20% of used sales transacted online DULUTH, GA, July 28, 2020 - Asbury Automotive Group, Inc. (NYSE: ABG)

July 27, 2020 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 21, 2020 Asbury Automotive Group, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-31262 01-0609375 (Commis

July 6, 2020 8-K

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 6, 2020 Asbury Automotive Group, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-31262 01-0609375 (Commiss

July 6, 2020 EX-99.2

Business Update and Acquisition of Park Place Dealerships July 6, 2020 1 © Asbury Automotive Group 2020. All rights reserved. Forward Looking Statements To the extent that statements in this presentation are not recitations of historical fact, such s

asburyir-ppannouncement Business Update and Acquisition of Park Place Dealerships July 6, 2020 1 © Asbury Automotive Group 2020.

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