Sec Form 4 Filing - Welch Michael @ ASBURY AUTOMOTIVE GROUP INC - 2025-02-14

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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Welch Michael 2. Issuer Name and Ticker or Trading Symbol ASBURY AUTOMOTIVE GROUP INC [ ABG] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) SVP & CFO (Last) (First) (Middle) C/O ASBURY AUTOMOTIVE GROUP, 2905 PREMIERE PKWY, SUITE 300 3. Date of Earliest Transaction (MM/DD/YY) 02/14/2025 (Street) DULUTH, GA30097 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 02/14/2025 F 195 ( 1 ) D $ 299.72 9,971 ( 2 ) D Common Stock 02/14/2025 F 137 ( 3 ) D $ 299.72 9,834 D Common Stock 02/16/2025 F 238 ( 4 ) D $ 303.37 9,596 D Common Stock 02/16/2025 F 544 ( 5 ) D $ 303.37 9,052 D

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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Welch Michael C/O ASBURY AUTOMOTIVE GROUP 2905 PREMIERE PKWY, SUITE 300 DULUTH, GA30097 SVP & CFO Signatures /s/Dean Calloway, Attorney In-Fact 02/19/2025 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents the number of shares of the Issuer's common stock withheld for payment of taxes upon the vesting of one-third of the performance share units granted on February 14, 2023. ( 2 )The Reporting Person reported performance share units granted on February 16, 2022 and February 14, 2023 as derivative securities on Table II of the Reporting Person's previous Form 4 filings at the time performance achievement with respect to each such grant was certified. On a-go forward basis, such performance share units will be reported on Table I as non-derivative securities, and will no longer appear on Table II of the Reporting Person's Form 4 filings. Such performance share units remain subject to the vesting schedules reported in the Reporting Person's previous Section 16 filings. The amount in this column reflects the Reporting Person's aggregate direct holdings, including all performance share units for which performance achievement has been certified (i.e., those granted on February 16, 2022 and February 14, 2023), all restricted share units, and all shares of Issuer's common stock owned outright, following the transaction reported in this line item. ( 3 )Represents the number of shares of the Issuer's common stock withheld for payment of taxes upon the vesting of one-third of the restricted share units granted on February 14, 2023. ( 4 )Represents the number of shares of the Issuer's common stock withheld for payment of taxes upon the vesting of one-third of the restricted share units granted on February 16, 2022. ( 5 )Represents the number of shares of the Issuer's common stock withheld for payment of taxes upon the vesting of one-third of the performance share units granted on February 16, 2022.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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