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 8, 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
(Commission File Number)		(IRS Employer Identification No.)
6655 Peachtree Dunwoody Road
Atlanta,	GA	30328
(Address of principal executive offices)		(Zip Code)

(770) 418-8200

(Registrant's telephone number, including area code)

None

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

	Trading
Title of each class	Symbol(s)	Name of each exchange on which registered
Common stock, $0.01 par value per share	ABG	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 8, 2025, Asbury Automotive Group, Inc. (the “Company”) announced that, effective following the Company’s 2026 Annual Meeting of Stockholders expected to be held in May of 2026 (the “Transition Date”), David W. Hult will transition from his position as President and Chief Executive Officer to the role of Executive Chairman and the Company expects to nominate Mr. Hult to be elected for continued service on the Board at the 2026 Annual Meeting of Stockholders. Mr. Hult notified the Company of his decision to transition from his position of President and Chief Executive Officer on December 4, 2025.

In connection with Mr. Hult’s transition to Executive Chairman, Mr. Hult and the Company entered into an amendment (the “Third Amendment”) to Mr. Hult’s Employment Agreement dated October 23, 2014, as previously amended through June 5, 2020 (the “Employment Agreement”). Under the Third Amendment, the Employment Agreement will continue in effect through December 31, 2027 and, unless either party gives at least 90 days’ prior written notice of termination, will renew for an additional one-year period thereafter. Under the Third Amendment, Mr. Hult will be eligible for the following compensation during his service as Executive Chairman:

•base salary at the following annual rates over the following periods: $750,000 from the date immediately following the Transition Date through December 31, 2026; $525,000 from January 1, 2027 through December 31, 2027; and $300,000 from and after January 1, 2028 (as applicable), unless otherwise determined by the Compensation & Human Resources Committee (the “Compensation Committee”) of the Board of the Board of Directors of the Company (the “Board”) in its discretion;

•eligibility for a discretionary annual incentive bonus determined by the Compensation Committee based on achievement of applicable performance objectives, with a target opportunity of: (a) for 2026, a blended rate of 135% of base salary for the period from January 1, 2026 through the Transition Date and 100% of base salary for the period from the day following the Transition Date through December 31, 2026; and (b) for 2027 and 2028 (as applicable), 100% of base salary;

•use of a Company car during his employment;

•in lieu of the severance protections previously provided under the Employment Agreement, if Mr. Hult’s employment is terminated by the Company prior to December 31, 2027 for any reason other than “cause” (as defined in the Employment Agreement), Mr. Hult will be entitled to (1) payments equal to 200% of his base salary and 100% of his target annual bonus, (2) a pro-rata bonus for the year of termination based on actual performance for the applicable year, and (3) continued participation in health, dental, disability and life insurance plans for up to 12 months after termination (or an economically equivalent benefit); and

•if Mr. Hult’s employment terminates for any reason other than by the Company for cause, all unvested equity and long-term incentive awards held by Mr. Hult will become 100% vested.

Severance compensation under the amended Employment Agreement (except in the case of death or disability) is generally conditioned on Mr. Hult executing a release of claims in favor of the Company. Except as amended by the Third Amendment, the terms of the Employment Agreement, as previously disclosed, continue to apply. A copy of the Third Amendment to Mr. Hult’s Employment Agreement entered into with the Company in connection with his transition to Executive Chairman of the Company is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K (this “Current Report”) and incorporated herein by reference.

Also on December 8, 2025, the Company announced that the Board elected Daniel E. Clara, the Company’s Chief Operating Officer, to serve as President and Chief Executive Officer of the Company, beginning on the Transition Date. Mr. Clara, age 45, joined the Company in 2002 and most recently assumed the position as Chief Operating Officer of the Company in February 2025. Mr. Clara has also held several other positions with the Company, including Senior Vice President, Operations from January 2020 to February 2025, Vice President of Market Operations, Managing Market Director, General Manager, General Sales Manager, Used Car Manager, New Car Sales Manager, F&I Manager and Client Advisor. Mr. Clara received his bachelor’s degree in International Business from Northwood University. He also completed the Wharton Advanced Management Program at University of Pennsylvania. Mr. Clara’s compensatory arrangement in connection with his promotion to President and Chief Executive Officer of the Company has not been determined at this time. The Company will file an amendment to this Current Report disclosing such information when it has been determined.

In connection with Mr. Clara’s promotion, the Company expects to nominate Mr. Clara to be elected as a member of the Board at the 2026 Annual Meeting of Stockholders.

A copy of the press release announcing the transition of Mr. Hult to Executive Chairman and the election of Mr. Clara to serve as President and Chief Executive Officer is attached hereto as Exhibit 99.2 to this Current Report and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d)    Exhibits.

The following exhibits are furnished as part of this report.

Exhibit No.	Description
99.1	Third Amendment to Employment Agreement, dated December 5, 2025, by and between Asbury Automotive Group, Inc. and David W. Hult
99.2	Press Release, dated December 8, 2025
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	ASBURY AUTOMOTIVE GROUP, INC.
Date: December 8, 2025	By:	/s/ Dean A. Calloway
	Name:	Dean A. Calloway
	Title:	Senior Vice President, General Counsel & Secretary

Document

Exhibit 99.1

THIRD AMENDMENT TO EMPLOYMENT AGREEMENT

THIS THIRD AMENDMENT TO EMPLOYMENT AGREEMENT (the “Third Amendment”), dated as of December 5, 2025, is entered into between Asbury Automotive Group, Inc., a Delaware corporation (the “Company”) and David W. Hult (the “Executive”).

RECITALS

WHEREAS, the Company and the Executive are parties to that certain employment agreement dated October 23, 2014, as amended by the First Amendment to Employment Agreement (the “First Amendment”) dated August 21, 2017, and the Second Amendment to Employment Agreement (the “Second Amendment”) dated June 5, 2020 (together, the October 23, 2014 employment agreement and the First Amendment and the Second Amendment thereto constitute the “Employment Agreement”); and

WHEREAS, the Executive has notified the Company of his plan to resign from the positions of President and Chief Executive Officer, effective as of the date of the Company’s 2026 Annual Meeting of Stockholders (the “Transition Date”); and

WHEREAS, in connection with Executive’s resignation, the Company believes it appropriate and in the best interests of the Company to accept Executive’s resignation as President and Chief Executive Officer and to appoint Executive to a new position as described herein, both effective as of the Transition Date; and

WHEREAS, in light of Executive’s prospective resignation as President and Chief Executive Officer and his appointment to a new position as described herein as of the Transition Date, the Company and Executive mutually desire to amend the Employment Agreement to make changes as appropriate to the terms of Executive’s employment and compensation, so as to reflect Executive’s prospective duties and responsibilities as an employee of the Company.

NOW THEREFORE, for good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, and subject to the provisions of this Third Amendment, the Company and the Executive hereby amend the Employment Agreement effective as of the Transition Date as follows:

1.    The definition of “Good Reason” contained in Section 1(a) of the Employment Agreement is hereby deleted and replaced with “[Reserved]”.

2. Section 2(a) of the Employment Agreement is amended and restated as follows:

(a)Employment. Effective as of the Transition Date, Executive shall resign his position as President and CEO of the Company and shall assume the position of Executive Chairman, in which position Executive shall report directly to the Board of Directors and shall perform such duties and exercise such authority as reasonably determined by the Board of Directors from time to time, which duties are expected to include: (i)

supporting the appointment, development and oversight of the new Chief Executive Officer of the Company; (ii) providing guidance to the Chief Executive Officer regarding corporate opportunities and strategy; (c) working in conjunction with the Company’s Lead Independent Director, in accordance with the preliminary division of responsibilities reviewed by the Governance Committee of the Board, to include leading Board meetings and (in consultation with the Chief Executive Officer and the chairpersons of the several Board committees) setting Board agendas; and (d) serving as a key ambassador to investors, regulators, analysts and vehicles manufacturers.

3.    Section 2 (b) of the Employment Agreement is amended and restated as follows:

(b)Other Board Service. Executive shall be entitled to serve on the board of directors of two corporations not in competition with the Company, subject to the prior approval of the Board of Directors.

4.    Section 3(a) of the Employment Agreement is amended as follows:

(a)Base Salary. In consideration for Executive’s services hereunder, during the Term beginning with the Transition Date, the Company shall pay to Executive an annualized rate of base salary as follows: (i) $750,000 from the date immediately following the Transition Date through December 31, 2026; (ii) $525,000 from January 1, 2027 through December 31, 2027; and (iii) $300,000 from and after January 1, 2028, unless otherwise determined by the Compensation & Human Resources Committee of the Board of Directors (the “Compensation Committee”) in its discretion. The Company shall pay the annual base salary in accordance with the normal payroll payment practices of the Company and subject to such deductions and withholdings as law or policies of the Company require. The Company shall also provide Executive with a Company car for the duration of his employment by the Company.

5.     Section 3(b) of the Employment Agreement is amended and restated as follows:

(b)Bonus. In addition to the base salary payable under Section 3(a) hereof, Executive shall be entitled to discretionary annual bonuses. The target amount of Executive’s annual bonus for 2026 will be equal to: (i) 135% of the base salary earned by Executive as President and Chief Executive Officer, from January 1, 2026 through the date of the Transition Date, plus (ii) 100% of base salary actually earned by Executive from the date immediately following the Transition Date through December 31, 2026. The target amount of Executive’s annual bonus for 2027 will be equal to 100% of Executive’s 2027 base salary (i.e., $525,000). The target amount of Executive’s annual bonus for 2028 will be equal to 100% of Executive’s 2028 base salary (i.e.,

$300,000). The actual amount of Executive’s annual bonus for any year will be determined by the Company’s Compensation Committee, based on the achievement of corporate and/or individual performance objectives established by the Compensation Committee. Any annual bonus earned by Executive will be paid on the date that annual bonuses are paid generally to the Company's other executive officers, but in no event later that March 15 of the calendar year following the year to which such bonus relates.

6.    Section 4(a) through Section 4(c) of the Employment Agreement are amended and restated as follows:

(a)Term. The term of this Agreement shall continue from the Transition Date through December 31, 2027 (the “Initial Term”). Unless either party gives prior written notice of termination at least 90 days prior to the expiration of the Initial Term, this Agreement shall renew for an additional one-year period (the “Renewal Term”), for the period beginning January 1, 2028 and ending December 31, 2028. In the event such prior written notice of non-extension is given, this Agreement will terminate at the end of the remaining Term then in effect. The Initial Term and the Renewal Term (as applicable) are together referred to herein as the “Term.”

(b)This Agreement and Executive’s employment by the Company hereunder may only be terminated before expiration of the Initial Term or prior to the end of the Renewal Period: (i) by mutual agreement of Executive and the Company; (ii) by Executive upon not less than 30 days’ written prior notice to the Company; (iii) by the Company without Cause upon 30 days’ written prior notice to Executive; (iv) by the Company for Cause; or (vi) by the Company or Executive due to death or disability. Notice of termination by either the Company or Executive shall be given in writing. Effective immediately upon the termination of Executive’s employment with the Company, Executive shall cease to be an officer and/or a director of the Company and/or all of its Affiliates.

(c)In the event Executive’s employment with the Company is terminated by the Company during the Initial Term for any reason other than for Cause, Executive shall be entitled to: (i) 200% of his then Base Salary, plus 100% of his Target Annual Bonus, payable monthly in equal installments during the period commencing on the date of Executive’s termination of employment and ending on the 12-month anniversary thereof (the “12-Month Period”); (ii) a pro rated bonus based on actual performance for the year in which the Executive’s termination of employment occurs, payable when other Company bonuses are paid for such year, but in no event later than the Bonus Payment Date; and (iii) continued participation during the 12-Month Period in health, dental, disability, and life insurance plans at the same level of

coverage and Executive contribution as was in effect immediately prior to Executive’s termination of employment; provided, however, that if (A) any plan pursuant to which such health and dental benefits are provided is not, or ceases prior to the expiration of the 12-Month Period to be, exempt from the application of Section 409A (as defined below) under Treasury Regulation Section 1.409A-1(a)(5), or (B) the Company cannot provide the health, dental, disability and/or life insurance benefits without violating applicable law (including , without limitation, Section 2716 of the Public Health Service Act), or (C) the Company is otherwise unable under applicable law to continue to cover Executive or Executive’s dependents under its group health, dental, disability and/or life insurance plans without violating a prohibition on such coverage or incurring penalties and/or additional tax as a result of such coverage, then, in any such case, an amount equal to each remaining premium payment shall thereafter be paid to Executive as currently taxable compensation in substantially equal monthly installments over the 12-Month Period (or the remaining portion thereof). Additionally, all equity and long-term incentive awards not vested as of the date of any termination by the Company for any reason other than for Cause will become 100% vested as of the date of such termination. Except in the case of termination for death or disability, the payment of severance shall be conditioned upon Executive signing (and not revoking within the revocation period, if any, provided pursuant to the applicable release agreement) of a general release in favor of the Company. Nothing contained herein shall limit or impinge any other rights or remedies of the Company or Executive under any other agreement or plan to which Executive is a party or of which Executive is a beneficiary.

7.    Sections 4(d), 4(e), and 4(j) of the Employment Agreement are amended, in each case, to read “[Reserved].”

8.    Incorporation into Employment Agreement. This Amendment shall be and is hereby incorporated into and forms a part of the Employment Agreement effective as of the Transition Date, subject to Executive’s continuous employment with the Company through the Transition Date.

9.    Employment Agreement Prior to Amendment. Until the Transition Date, all terms and conditions of the Employment Agreement shall remain in full force and effect and unmodified by the Amendment.

10.    Counterparts. This Amendment may be executed in or more counterparts, each of which shall be deemed to be an original, but all of which together will constitute one and the same instrument.

Notwithstanding the foregoing provisions of this Third Amendment, if and to the extent that amounts payable under this Third Amendment are deemed, for purposes of Section 409A of the Internal Revenue Code of 1986, as amended (including any proposed or final regulations

promulgated thereunder, “Code Section 409A”) to be in substitution of amounts previously payable under another a prior version of the Employment Agreement with respect to Executive, such payments hereunder will be made at the same time(s) and in the same form(s) as such amounts would have been payable under such prior version, to the extent required to comply with Code Section 409A, without regard to this Third Amendment.

The Company and Executive have hereby executed this Third Amendment to Employment Agreement as of the date first written above.

EXECUTIVE:	ASBURY AUTOMOTIVE GROUP, INC.
/s/ David W. Hult	/s/ Jed C. Milstein
David W. Hult	Jed C. Milstein
	SVP, Chief Human Resources Officer

Document

Exhibit 99.2

Investors & Reporters May Contact:

Joe Sorice

Sr. Manager, Investor Relations

(770) 418-8211

ir@asburyauto.com

Asbury Automotive Group Announces CEO Succession Plan

•David Hult to Transition to Executive Chairman Following Transformative Eight Year Tenure as CEO

•Asbury COO Dan Clara to Succeed Hult as President and Chief Executive Officer

•Bridget Ryan-Berman to be Named Lead Independent Director Following Expiration of Tom Reddin’s Term as Chairman

•Transitions to Take Effect Following Asbury’s 2026 Annual Meeting of Stockholders

SANDY SPRINGS, GA. (December 8, 2025) — Asbury Automotive Group, Inc. (NYSE: ABG) (the “Company”), a Fortune 500 automotive retail and service company, today announced that effective following the Company’s 2026 Annual Meeting of Stockholders expected to be held in May, David Hult, President and Chief Executive Officer of Asbury, will transition to the role of Executive Chairman. The Asbury Board of Directors has elected Daniel E. “Dan” Clara, currently Chief Operating Officer, to succeed Mr. Hult as President and Chief Executive Officer. This transition marks the culmination of the Board’s long-term leadership succession plan to support the continued growth and success of the Company.

The Company also announced that in connection with the 2026 Annual Meeting, the Board expects to nominate Mr. Clara to the Asbury Board, and to name Bridget Ryan-Berman as Lead Independent Director. Tom Reddin, whose extended term as Non-Executive Chairman is set to expire at the Annual Meeting, is expected to remain on the Board. Additional details regarding Board composition will be included in the Company’s proxy statement to be filed with the SEC.

David Hult said, “It has truly been an honor to serve as CEO of Asbury and I want to thank all of our team members for their unwavering commitment to delivering for our guests, partners, and shareholders. Over the past several years, we have expanded our footprint, invested in our people and technology, and stayed true to our guest centric values. The fundamentals of our business are strong, and we are poised to maintain our momentum as we execute our focused growth strategy. After careful consideration, the Board and I are confident that now is the right time to launch this succession plan and transition Asbury to its next generation of leadership. Dan is a proven leader and operator. His drive, strategic mindset, and strong dedication to our values make him the logical choice to serve as Asbury’s next CEO. I have

tremendous confidence in his ability to lead the Company to new heights and look forward to working closely with him during the transition period and as Executive Chairman.”

Tom Reddin, Chairman of the Board, said, “On behalf of the entire Board, we are deeply grateful to David for his outstanding leadership. As CEO, David has led Asbury through a period of unprecedented growth and value creation by executing a disciplined approach to portfolio optimization, strategic deployment of capital, and instilling a strong performance-based culture. As a result, David has more than tripled earnings and shareholder value, with the Company’s stock price increasing 273%1 during his tenure. This transition reflects Asbury’s thoughtful, multi-year succession planning process, and we appreciate David’s close coordination with the Board that has resulted in today’s announcement. We look forward to benefitting from his continued service as Executive Chairman.”

Mr. Reddin continued, “Throughout Dan’s 23-year career at Asbury, he has proven himself to be a seasoned operator with a deep understanding of the business, a relentless work ethic, and a drive to win. Dan has played a key role in the successful integration of large-scale acquisitions, advancing our proven retail strategy, and enabling industry-leading guest experiences that have helped to drive our sustainable revenue growth and profitable returns. In addition, his knowledge of our industry, and track record of successfully partnering with OEMs makes him uniquely qualified to lead Asbury in its next phase of strategic growth and value creation.”

Dan Clara said, “I am deeply grateful to our Board of Directors for trusting me to lead Asbury. I also want to thank our dedicated employees whose passion, resilience, and unwavering commitment to our North Star—to be the most guest-centric automotive retailer—continue to inspire me every day. David’s leadership has positioned Asbury for sustained success, and I am thankful for his mentorship and the solid foundation he has built. We will work together to ensure a seamless transition and I look forward to collaborating with him and our talented team to build on our momentum, deliver exceptional experiences to our guests, and create sustainable value for our shareholders.”

About Daniel E. Clara

Dan Clara serves as Asbury’s Chief Operating Officer, a role he assumed in February 2025. A seasoned operator with more than two decades of experience at Asbury, Mr. Clara is responsible for driving operational excellence across the organization. He leads initiatives focused on delivering profitable growth through enhanced sales and service performance while ensuring an industry-leading guest experience. His responsibilities also include oversight of the Company’s development and innovation team and key functions within its marketing division.

Mr. Clara joined Asbury in 2002 as a Client Advisor in the Manager-in-Training program at Crown BMW in Greensboro, North Carolina. Over his tenure, he has built a distinguished career through progressive leadership roles, including F&I Manager, New and Used Car Manager, General Sales Manager, General Manager, Market Director, Vice President of Market Operations, Senior Vice President of Operations, and ultimately Chief Operating Officer. His leadership has been instrumental in Asbury’s strong same-store growth, the successful integration of several major acquisitions, and the creation of long-term shareholder value.

1 As of market close on December 5, 2025.

He holds a bachelor’s degree in International Business from Northwood University, where he discovered his passion for the automotive industry while participating in a student-run auto show. He also completed the Wharton Advanced Management Program at the University of Pennsylvania.

About Asbury Automotive Group, Inc.

Asbury Automotive Group, Inc. (NYSE: ABG), a Fortune 500 company headquartered in Sandy Springs, GA, is one of the largest automotive retailers in the U.S. In late 2020, Asbury embarked on a multi-year plan to increase revenue and profitability strategically through organic operations, acquisitive growth and innovative technologies, with its guest-centric approach as Asbury’s constant North Star. As of September 30, 2025, Asbury operated 175 new vehicle dealerships, consisting of 230 franchises and representing 36 domestic and foreign brands of vehicles. Asbury also operates Total Care Auto, Powered by Landcar, a leading provider of service contracts and other vehicle protection products, and 39 collision repair centers. Asbury offers an extensive range of automotive products and services, including new and used vehicles; parts and service, which includes vehicle repair and maintenance services, replacement parts and collision repair services; and finance and insurance products, including arranging vehicle financing through third parties and aftermarket products, such as extended service contracts, guaranteed asset protection debt cancellation, and prepaid maintenance. Asbury is recognized as one of America’s Fastest Growing Companies 2024 by the Financial Times and the Company is listed in World’s Most Trustworthy Companies 2025 by Newsweek.

For additional information, visit www.asburyauto.com.

Forward-Looking Statements

This press release 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 include statements relating to goals, plans, objectives, beliefs, expectations, assumptions, and future events or performance. These statements are based on management's current expectations and beliefs and involve significant risks and uncertainties that may cause results to differ materially from those set forth in the statements. These risks and uncertainties include, among other things, our ability to successfully manage the executive transition, our ability to execute our strategic and operational strategies and initiatives, our ability to hold the annual meeting on the timeframe contemplated, and the other risk factors we identify in our filings with the U.S. Securities and Exchange Commission (the “SEC”).

These and other risk factors that could cause actual results to differ materially from those expressed or implied in our forward-looking statements are and will be discussed in Asbury's filings with the SEC from time to time, including its most recent annual report on Form 10-K and any subsequently filed quarterly reports on Form 10-Q. These forward-looking statements and such risks, uncertainties and other factors speak only as of the date of this press release. We undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise.

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