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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, 2026
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  
ASBURY AUTOMOTIVE GROUP, INC.
(Exact name of Registrant as specified in its charter)
Delaware01-0609375
(State or other jurisdiction of
incorporation or organization)		(I.R.S. Employer
Identification No.)
6655 Peachtree Dunwoody Road
Atlanta,
Georgia
30328
(Address of principal executive offices)(Zip Code)
(770) 418-8200
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Trading
Title of each classSymbol(s)Name of each exchange on which registered
Common stock, $0.01 par value per shareABGNew York Stock Exchange
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  o
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes  x    No  o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act:
Large Accelerated Filer☒  Accelerated Filer☐
Non-Accelerated Filer☐Smaller Reporting Company☐
Emerging Growth Company☐

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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.  o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ☐    No  x
Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: The number of shares of common stock outstanding as of October 28, 2026 was 17,954,574.

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ASBURY AUTOMOTIVE GROUP, INC.

TABLE OF CONTENTS

Page
PART I—Financial Information
PART II—Other Information







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PART I. FINANCIAL INFORMATION
Item 1. Condensed Consolidated Financial Statements

ASBURY AUTOMOTIVE GROUP, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In millions, except par value and share data)
(Unaudited)
September 30, 2026December 31, 2025
ASSETS
CURRENT ASSETS:
Cash and cash equivalents$84.5 $40.4 
Short-term investments4.3 0.5 
Contracts-in-transit, net159.7 239.2 
Accounts receivable, net251.6 294.6 
Inventories, net2,005.3 2,135.8 
Assets held for sale38.6 268.9 
Other current assets425.1 400.9 
Total current assets2,968.9 3,380.2 
INVESTMENTS409.1 414.7 
PROPERTY AND EQUIPMENT, net3,236.0 3,070.4 
OPERATING LEASE RIGHT-OF-USE ASSETS220.5 240.6 
GOODWILL2,267.6 2,281.3 
INTANGIBLE FRANCHISE RIGHTS2,090.4 2,097.6 
OTHER LONG-TERM ASSETS157.7 133.3 
Total assets$11,350.1 $11,618.2 
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Floor plan notes payable—trade, net$298.9 $343.1 
Floor plan notes payable—non-trade, net1,465.4 1,683.9 
Current maturities of long-term debt439.2 479.2 
Current maturities of operating leases24.5 27.6 
Accounts payable and accrued liabilities799.9 780.3 
Deferred revenue—current245.6 243.6 
Liabilities associated with assets held for sale— 1.8 
Total current liabilities3,273.6 3,559.5 
LONG-TERM DEBT2,930.4 3,092.8 
LONG-TERM LEASE LIABILITY205.2 221.6 
DEFERRED REVENUE645.7 584.6 
DEFERRED INCOME TAXES211.3 210.6 
OTHER LONG-TERM LIABILITIES52.4 57.1 
COMMITMENTS AND CONTINGENCIES (Note 13)
SHAREHOLDERS' EQUITY:
Preferred stock, $.01 par value; 10,000,000 shares authorized; none issued
or outstanding
— — 
Common stock, $.01 par value; 90,000,000 shares authorized; 40,103,893 and 41,338,419 shares issued, including shares held in treasury, respectively
0.4 0.4 
Additional paid-in capital1,330.8 1,327.6 
Retained earnings3,762.4 3,616.2 
Treasury stock, at cost; 22,149,597 and 22,109,690 shares, respectively
(1,104.3)(1,092.8)
Accumulated other comprehensive income42.3 40.6 
Total shareholders' equity4,031.5 3,891.9 
Total liabilities and shareholders' equity$11,350.1 $11,618.2 

See accompanying Notes to Condensed Consolidated Financial Statements
4
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ASBURY AUTOMOTIVE GROUP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(In millions, except per share data)
(Unaudited)
For the Three Months Ended September 30,For the Nine Months Ended September 30,
2026202520262025
REVENUE:
New vehicle$2,293.0 $2,528.9 $6,724.0 $6,970.9 
Used vehicle1,294.2 1,412.2 3,736.5 3,933.8 
Parts and service644.0 659.4 1,905.4 1,848.5 
Finance and insurance, net182.5 200.3 545.4 569.3 
TOTAL REVENUE4,413.6 4,800.9 12,911.3 13,322.5 
COST OF SALES:
New vehicle2,164.0 2,367.9 6,328.3 6,506.8 
Used vehicle1,233.0 1,347.0 3,539.6 3,735.0 
Parts and service273.0 270.2 795.1 761.9 
Finance and insurance12.1 13.2 36.7 40.1 
TOTAL COST OF SALES3,682.1 3,998.3 10,699.8 11,043.8 
GROSS PROFIT731.5 802.5 2,211.5 2,278.6 
OPERATING EXPENSES:
Selling, general, and administrative501.2 527.1 1,518.0 1,458.9 
Depreciation and amortization23.7 21.2 69.3 59.4 
Asset impairments— 11.7 4.2 26.0 
INCOME FROM OPERATIONS206.6 242.6 620.0 734.3 
OTHER EXPENSES (INCOME):
Floor plan interest expense20.5 26.7 63.2 65.6 
Other interest expense, net47.6 51.3 142.2 135.0 
Gain on dealership divestitures, net(0.7)(35.7)(126.4)(45.8)
Total other expenses, net67.5 42.3 79.0 154.8 
INCOME BEFORE INCOME TAXES139.1 200.2 541.0 579.5 
Income tax expense34.0 53.1 133.5 147.5 
NET INCOME$105.1 $147.1 $407.6 $432.0 
EARNINGS PER SHARE:
Basic—
Net income$5.86 $7.53 $22.14 $22.04 
Diluted—
Net income$5.84 $7.52 $22.10 $21.99 
WEIGHTED AVERAGE SHARES OUTSTANDING:
Basic18.019.518.419.6
Restricted stock—0.1——
Diluted18.019.618.419.6





 
See accompanying Notes to Condensed Consolidated Financial Statements
5
Table of Contents
ASBURY AUTOMOTIVE GROUP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In millions)
(Unaudited)
For the Three Months Ended September 30,For the Nine Months Ended September 30,
2026202520262025
Net income$105.1 $147.1 $407.6 $432.0 
Other comprehensive income (loss) - net of tax:
Change in fair value of cash flow swaps15.9 (5.0)22.3 (27.2)
Income tax (expense) benefit associated with cash flow swaps(4.0)1.3 (5.6)6.9 
Unrealized (losses) gains on available-for-sale debt securities(13.8)2.3 (19.5)7.6 
Income tax benefit (expense) associated with available-for-sale debt securities3.2 (0.5)4.5 (1.8)
Comprehensive income$106.4 $145.1 $409.3 $417.4 






































See accompanying Notes to Condensed Consolidated Financial Statements
6
Table of Contents
ASBURY AUTOMOTIVE GROUP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
(Dollars in millions)
(Unaudited)     
Common StockAdditional
Paid-in
Capital		Retained
Earnings		Treasury StockAccumulated
Other
Comprehensive
Income (Loss)		Total
SharesAmountSharesAmount
Balances, December 31, 202541,338,419 $0.4 $1,327.6 $3,616.2 22,109,690 $(1,092.8)$40.6 $3,891.9 
Comprehensive Income:
Net income— — — 187.8 — — — 187.8 
Change in fair value of cash flow swaps, net of reclassification adjustment and $0.4 million tax expense
— — — — — — 1.3 1.3 
Unrealized loss on changes in fair value of debt securities, net of reclassification adjustment and $1.0 million tax benefit
— — — — — — (3.3)(3.3)
Comprehensive income— — — 187.8 — — (2.0)185.8 
Share-based compensation— — 11.1 — — — — 11.1 
Issuance of common stock, net of forfeitures, in connection with share-based payment arrangements104,412 — — — — — — — 
Share repurchases— — — — 678,243 (147.0)— (147.0)
Repurchase of common stock associated with net share settlement of employee share-based awards— — — — 37,420 (9.8)— (9.8)
Retirement of common stock(678,243)— (8.2)(138.8)(678,243)147.0 — — 
Balances, March 31, 202640,764,588 $0.4 $1,330.5 $3,665.2 22,147,110 $(1,102.6)$38.5 $3,932.1 
Comprehensive Income:
Net income— — — 114.6 — — — 114.6 
Change in fair value of cash flow swaps, net of reclassification adjustment and $1.2 million tax expense
— — — — — — 3.5 3.5 
Unrealized loss on changes in fair value of debt securities, net of reclassification adjustment and $0.3 million tax benefit
— — — — — — (1.1)(1.1)
Comprehensive income— — — 114.6 — — 2.4 117.0 
Share-based compensation— — 6.1 — — — — 6.1 
Issuance of common stock, net of forfeitures, in connection with share-based payment arrangements2,804 — — — — — — — 
Share repurchases— — — — 668,116 (131.9)— (131.9)
Repurchase of common stock associated with net share settlement of employee share-based awards— — — — 817 (0.1)— (0.1)
Retirement of common stock(668,116)— (8.1)(122.5)(668,116)130.6 — — 
Balances, June 30, 202640,099,276 $0.4 $1,328.5 $3,657.3 22,147,927 $(1,104.0)$41.0 $3,923.2 
Comprehensive Income:
Net income— — — 105.1 — — — 105.1 
Change in fair value of cash flow swaps, net of reclassification adjustment and $4.0 million tax expense
— — — — — — 12.0 12.0 
Unrealized loss on changes in fair value of debt securities, net of reclassification adjustment and $3.2 million tax benefit
— — — — — — (10.6)(10.6)
Comprehensive income— — — 105.1 — — 1.3 106.4 
Share-based compensation— — 2.3 — — — — 2.3 
Issuance of common stock, net of forfeitures in connection with share-based payment arrangements4,617 — — — — — — — 
Repurchase of common stock associated with net share settlement of employee share-based awards— — — — 1,670 (0.3)— (0.3)
Balances, September 30, 202640,103,893 $0.4 $1,330.8 $3,762.4 22,149,597 $(1,104.3)$42.3 $4,031.5 

7
Table of Contents

Common StockAdditional
Paid-in
Capital		Retained
Earnings		Treasury StockAccumulated
Other
Comprehensive
Income (Loss)		Total
SharesAmountSharesAmount
Balances, December 31, 202441,649,426 $0.4 $1,305.1 $3,218.9 22,065,478 $(1,079.2)$56.8 $3,502.1 
Comprehensive Income:
Net income— — — 132.1 — — — 132.1 
Change in fair value of cash flow swaps, net of reclassification adjustment and $3.5 million tax benefit
— — — — — — (10.3)(10.3)
Unrealized gain on changes in fair value of debt securities, net of reclassification adjustment and $0.9 million tax expense
— — — — — — 3.0 3.0 
Comprehensive income— — — 132.1 — — (7.2)124.9 
Share-based compensation— — 9.1 — — — — 9.1 
Issuance of common stock, net of forfeitures, in connection with share-based payment arrangements117,992 — — — — — — — 
Repurchase of common stock associated with net share settlement of employee share-based awards— — — — 42,780 (12.5)— (12.5)
Balances, March 31, 202541,767,418 $0.4 $1,314.2 $3,351.0 22,108,258 $(1,091.7)$49.6 $3,623.5 
Comprehensive Income:
Net income— — — 152.8 — — — 152.8 
Change in fair value of cash flow swaps, net of reclassification adjustment and $2.1 million tax benefit
— — — — — — (6.3)(6.3)
Unrealized gain on changes in fair value of debt securities, net of reclassification adjustment and $0.3 million tax expense
— — — — — — 1.0 1.0 
Comprehensive income— — — 152.8 — — (5.3)147.5 
Share-based compensation— — 6.2 — — — — 6.2 
Issuance of common stock, net of forfeitures, in connection with share-based payment arrangements1,548 — — — — — — — 
Repurchase of common stock associated with net share settlement of employee share-based awards— — — — 646 (0.2)— (0.2)
Balances, June 30, 202541,768,966 $0.4 $1,320.4 $3,503.7 22,108,904 $(1,091.8)$44.3 $3,777.0 
Comprehensive Income:
Net income— — — 147.1 — — — 147.1 
Change in fair value of cash flow swaps, net of reclassification adjustment and $1.3 million tax benefit
— — — — — — (3.8)(3.8)
Unrealized gain on changes in fair value of debt securities, net of reclassification adjustment and $0.5 million tax expense
— — — — — — 1.8 1.8 
Comprehensive income— — — 147.1 — — (2.0)145.1 
Share-based compensation— — 6.0 — — — — 6.0 
Issuance of common stock, net of forfeitures in connection with share-based payment arrangements1,717 — — — — — — — 
Share repurchases— — — — 220,587 (50.0)— (50.0)
Repurchase of common stock associated with net share settlement of employee share-based awards— — — — 643 (0.2)— (0.2)
Retirement of previously repurchased common stock(220,587)— (2.7)(47.3)(220,587)50.0 — — 
Balances, September 30, 202541,550,096 $0.4 $1,323.7 $3,603.5 22,109,547 $(1,092.0)$42.3 $3,878.0 




See accompanying Notes to Condensed Consolidated Financial Statements
8
Table of Contents
ASBURY AUTOMOTIVE GROUP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In millions)
(Unaudited)
For the Nine Months Ended September 30,
20262025
CASH FLOW FROM OPERATING ACTIVITIES:
Net income$407.6 $432.0 
Adjustments to reconcile net income to net cash provided by operating activities—
Depreciation and amortization69.3 59.4 
Share-based compensation19.5 21.3 
Asset impairments4.2 26.0 
Loaner vehicle amortization50.0 39.5 
Gain on divestitures, net(126.4)(45.8)
Change in right-of-use assets21.7 22.5 
Other adjustments, net5.2 3.0 
Changes in operating assets and liabilities, net of acquisitions and divestitures—
Contracts-in-transit, net79.5 62.2 
Accounts receivable, net40.1 0.5 
Inventories, net125.0 1.7 
Other current assets(73.4)(59.2)
Floor plan notes payable—trade, net(44.2)(5.2)
Deferred revenue63.1 46.1 
Accounts payable and accrued liabilities4.1 56.8 
Operating lease liabilities(21.2)(22.1)
Other long-term assets and liabilities, net(6.3)(15.4)
Net cash provided by operating activities617.7 623.3 
CASH FLOW FROM INVESTING ACTIVITIES:
Capital expenditures—excluding real estate(189.7)(104.4)
Capital expenditures—real estate(58.3)— 
Acquisitions— (1,783.9)
Proceeds from dealership divestitures397.2 452.9 
Purchases of debt securities—available-for-sale(100.4)(153.8)
Proceeds from the sale of debt securities—available-for-sale83.9 98.0 
Proceeds from the disposition of assets5.7 — 
Net cash provided by (used in) investing activities138.4 (1,491.2)
CASH FLOW FROM FINANCING ACTIVITIES:
Floor plan borrowings—non-trade7,234.4 7,946.5 
Floor plan borrowings—acquisitions— 262.7 
Floor plan repayments—non-trade(7,361.9)(7,704.7)
Floor plan repayments—divestitures(90.9)(72.0)
Proceeds from borrowings— 546.5 
Repayments of borrowings(85.7)(154.8)
Proceeds from revolving credit facility1,250.0 1,552.7 
Repayments of revolving credit facility(1,370.0)(1,477.7)
Payment of debt issuance costs— (5.7)
Purchases of treasury stock(277.6)(50.0)
Repurchases of common stock, associated with net share settlements of
employee share-based awards		(10.2)(12.8)
Net cash (used in) provided by financing activities(712.0)830.7 
Net increase (decrease) in cash and cash equivalents44.1 (37.2)
CASH AND CASH EQUIVALENTS, beginning of period40.4 69.4 
CASH AND CASH EQUIVALENTS, end of period$84.5 $32.2 


See Note 11 "Supplemental Cash Flow Information" for further details
See accompanying Notes to Condensed Consolidated Financial Statements
9
Table of Contents
ASBURY AUTOMOTIVE GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Asbury Automotive Group, Inc. ("we," "us," "our," "Asbury" or the "Company"), a Delaware corporation organized in 2002, is one of the largest automotive retailers in the United States. Our store operations are conducted by our subsidiaries.
As of September 30, 2026, we owned and operated 197 new vehicle franchises (155 dealership locations), representing 34 brands of automobiles, and 37 collision centers in 14 states. For the nine months ended September 30, 2026, our new vehicle revenue brand mix consisted of 41% imports, 33% luxury and 26% domestic brands. Our stores offer an extensive range of automotive products and services, including new and used vehicles; parts and service, which includes repair and maintenance services, replacement parts and collision repair services (collectively referred to as "parts and services"); and finance and insurance ("F&I") products, including arranging vehicle financing through third parties and aftermarket products, such as extended service contracts, guaranteed asset protection ("GAP") debt cancellation and prepaid maintenance. The F&I products are provided by Total Care Auto, Powered by Asbury ("TCA"), our F&I product provider, and independent third parties. The Company reflects its operations in two reportable segments: Dealerships and TCA.
Basis of Presentation
The accompanying condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP"), and reflect the consolidated accounts of the Company and our wholly owned subsidiaries. All intercompany transactions have been eliminated in consolidation. If necessary, reclassifications of amounts previously reported have been made to the accompanying condensed consolidated financial statements in order to conform to current presentation.
In the opinion of management, all adjustments, consisting only of normal, recurring adjustments, considered necessary for a fair statement of the condensed consolidated financial statements as of September 30, 2026, and for the three and nine months ended September 30, 2026 and 2025, have been included, unless otherwise indicated. Amounts presented in the condensed consolidated financial statements have been calculated using non-rounded amounts for all periods presented and therefore certain amounts may not compute.
The results of operations for the three and nine months ended September 30, 2026 are not necessarily indicative of the results that may be expected for any other interim period, or any full year period. Our condensed consolidated financial statements should be read together with our audited consolidated financial statements contained in our Annual Report on Form 10-K for the year ended December 31, 2025.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities as of the date of the financial statements, and the reported amounts of revenues and expenses during the periods presented. Actual results could differ materially from these estimates. Estimates and assumptions are reviewed quarterly and the effects of any revisions are reflected in the consolidated financial statements in the period they are determined to be necessary. Estimates made in the accompanying condensed consolidated financial statements include, but are not limited to, those relating to inventory valuation reserves, reserves for chargebacks against revenue recognized from the sale of F&I products, reserves for self-insurance programs, and certain assumptions related to goodwill and dealership franchise rights intangible assets.
Share Repurchases
Pursuant to the Company’s share repurchase program, share repurchases may be made from time to time in open market transactions or through privately negotiated transactions under the authorization approved by the Board of Directors. Periodically, the Company may retire repurchased shares of common stock previously held by the Company as treasury stock. In accordance with our accounting policy, we allocate any excess share repurchase price over par value between additional paid-in capital, which is limited to amounts initially recorded for the same issue, and retained earnings.
During the three months ended September 30, 2026, the Company did not repurchase or retire any shares of our common stock under our share repurchase program. During the nine months ended September 30, 2026, the Company repurchased and retired 1,346,359 shares of our common stock under our share repurchase program. The cash paid for these share repurchases was $277.6 million for the nine months ended September 30, 2026.
10
During the three and nine months ended September 30, 2025, the Company repurchased and retired 220,587 shares of our common stock under our share repurchase program. The cash paid for these share repurchases was $50.0 million for the three and nine months ended September 30, 2025.
During the three and nine months ended September 30, 2026, the Company repurchased 1,670 and 39,907 shares of our common stock for $0.3 million and $10.2 million, respectively, from employees in connection with a net share settlement feature of employee equity-based awards.
During the three and nine months ended September 30, 2025, the Company repurchased 643 and 44,069 shares of our common stock for $0.2 million and $12.9 million, respectively, from employees in connection with a net share settlement feature of employee equity-based awards.
On February 25, 2026, the Company announced that its Board of Directors approved an increase of $424.0 million in the Company's share repurchase authorization to $500.0 million (the "New Share Repurchase Authorization"). As of September 30, 2026, the Company had $322.4 million remaining on its share repurchase authorization. The share repurchase authorization does not require the Company to repurchase any specific number of shares, and may be modified, suspended, or terminated at any time without further notice.
Earnings per Share
Basic earnings per share is computed by dividing net income by the weighted-average common shares outstanding during the period. Diluted earnings per share is computed by dividing net income by the weighted-average common shares and common share equivalents outstanding during the period. The Company excluded 1,445 and 548 restricted share units and 3,019 and zero performance share units issued under the Asbury Automotive Group, Inc. 2019 Equity and Incentive Compensation Plan from its computation of diluted earnings per share for the three months ended September 30, 2026 and 2025, respectively, because they were anti-dilutive. During the nine months ended September 30, 2026 and 2025, the Company excluded 7,330 and 6,323 restricted share units and 46 and 25 performance share units issued under the Asbury Automotive Group, Inc. 2019 Equity and Incentive Compensation Plan from its computation of diluted earnings per share, respectively, because they were anti-dilutive. For all periods presented, there were no adjustments to the numerator necessary to compute diluted earnings per share.
Recent Accounting Pronouncements
In November 2025, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2025-09, Derivatives and Hedging (Topic 815) - Hedge Accounting Improvements. The ASU is intended to simplify and clarify hedge accounting under ASC 815 and improves the alignment of hedge results with risk-management activities. The standard will be effective for fiscal years beginning after December 15, 2026, and interim periods within those annual reporting periods. We are evaluating the impact of this new guidance on our consolidated financial statements.
The FASB issued ASU 2025-06, Intangibles – Goodwill and Other – Internal-Use Software, in September 2025, which is intended to modernize the internal-use software guidance to adapt to the agile (i.e. iterative and flexible) basis predominantly employed to develop software today. The new standard amends the recognition threshold for capitalizing internal-use software costs and clarifies the presentation and disclosure requirements associated with internal-use software. The guidance is effective for interim and annual periods beginning after December 15, 2027, and may be applied prospectively, retrospectively or on a modified prospective basis. We are evaluating the impact of this new guidance on our consolidated financial statements.
In July 2025, the FASB issued ASU 2025-05, Measurement of Credit Losses for Accounts Receivable and Contract Assets. The standard provides a practical expedient related to the estimation of expected credit losses for current accounts receivable and current contract assets. The practical expedient assumes that conditions as of the balance sheet date do not change for the remaining life of the accounts receivable and contract assets when forecasting estimated credit losses. An entity is required to disclose whether it has applied the practical expedient. The guidance is effective for interim and annual periods beginning after December 15, 2025, and should be applied prospectively. We adopted this guidance as of January 1, 2026 and elected the practical expedient as described in ASU 2025-05. The impact of adopting this new guidance on our consolidated financial statements is not material.
The FASB issued ASU 2024-03, Disaggregation – Income Statement Expenses, in November 2024, which requires additional disclosure of the nature of expenses included in the income statement. The new standard requires disclosures about specific types of expenses included in the expense captions presented on the face of the income statement as well as disclosures about selling expenses. The guidance is effective for annual periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027, and should be applied prospectively with the option of retrospective application. We are evaluating the impact of this new guidance on our consolidated financial statements.
11
2. REVENUE RECOGNITION
Disaggregation of Revenue
Revenue from contracts with customers consists of the following:
For the Three Months Ended September 30,
20262025
(In millions)
Revenue:
New vehicle$2,293.0 $2,528.9 
Used vehicle retail1,153.8 1,226.8 
Used vehicle wholesale140.3 185.5 
New and used vehicle3,587.1 3,941.1 
Sale of vehicle parts and accessories128.4 132.0 
Vehicle repair and maintenance services515.6 527.4 
Parts and services644.0 659.4 
Finance and insurance, net182.5 200.3 
Total revenue$4,413.6 $4,800.9 
For the Nine Months Ended September 30,
20262025
(In millions)
Revenue:
New vehicle$6,724.0 $6,970.9 
Used vehicle retail3,307.4 3,435.1 
Used vehicle wholesale429.0 498.7 
New and used vehicle10,460.5 10,904.7 
Sale of vehicle parts and accessories379.3 382.0 
Vehicle repair and maintenance services1,526.1 1,466.5 
Parts and services1,905.4 1,848.5 
Finance and insurance, net545.4 569.3 
Total revenue$12,911.3 $13,322.5 
Contract Assets
Changes in contract assets during the period are reflected in the table below. Contract assets related to vehicle repair and maintenance services are transferred to receivables when a repair order is completed and invoiced to the customer. Certain incremental sales commissions payable to obtain an F&I revenue contract with a customer have been capitalized and are amortized using the same pattern of recognition applicable to the associated F&I revenue contract.
12
Vehicle Repair and Maintenance ServicesFinance and Insurance, netDeferred Sales CommissionsTotal
(In millions)
Contract assets (current), December 31, 2025$22.9 $11.8 $30.7 $65.4 
Contract assets (long-term), December 31, 2025$— $— $82.1 $82.1 
Contract assets, January 1, 2026$22.9 $11.8 $112.8 $147.5 
Transferred to receivables from contract assets recognized at the beginning of the period(22.9)(2.1)— (25.1)
Amortization of costs incurred to obtain a contract with a customer— — (8.6)(8.6)
Costs incurred to obtain a contract with a customer— — 13.1 13.1 
Increases related to revenue recognized, inclusive of adjustments to constraint, during the period23.4 1.9 — 25.3 
Contract assets, March 31, 2026$23.4 $11.5 $117.3 $152.2 
Transferred to receivables from contract assets recognized at the beginning of the period(23.4)(0.9)— (24.4)
Amortization of costs to obtain a contract with a customer— — (13.0)(13.0)
Costs incurred to obtain a contract with a customer— — 13.9 13.9 
Increases related to revenue recognized, inclusive of adjustments to constraint, during the period23.1 0.4 — 23.5 
Contract assets, June 30, 2026$23.1 $11.0 $118.2 $152.3 
Transferred to receivables from contract assets recognized at the beginning of the period(23.1)(1.0)— (24.1)
Amortization of costs to obtain a contract with a customer— — (9.7)(9.7)
Costs incurred to obtain a contract with a customer— — 13.4 13.4 
Increases related to revenue recognized, inclusive of adjustments to constraint, during the period24.6 0.5 — 25.1 
Contract assets, September 30, 2026$24.6 $10.5 $121.9 $157.0 
Contract assets (current), September 30, 2026$24.6 $10.5 $33.9 $68.9 
Contract assets (long-term), September 30, 2026$— $— $88.0 $88.0 
Deferred Revenue
The condensed consolidated balance sheet reflects $891.3 million and $828.2 million of total deferred revenue as of September 30, 2026 and December 31, 2025, respectively. Approximately $198.4 million of deferred revenue at December 31, 2025 was recorded in finance and insurance, net revenue in the condensed consolidated statements of income during the nine months ended September 30, 2026.
13
3. ACQUISITIONS AND DIVESTITURES
Herb Chambers Acquisition
On July 21, 2025, we completed the acquisition of The Herb Chambers Companies (collectively, the "Businesses"). The Herb Chambers acquisition continued Asbury's geographic expansion into the northeast region of the United States.
As a result of the Herb Chambers acquisition, we acquired substantially all of the assets of the Businesses, including the real property related thereto, for a total purchase price of approximately $1.76 billion, which includes $292.0 million of new vehicle floor plan financing, $300.0 million of used vehicle financing, $623.3 million of borrowing under a revolving credit facility, and $546.5 million of borrowing under a real estate facility. The Businesses comprise 33 dealerships, 52 franchises and three collision centers. The Businesses are included within our Dealerships segment.
The sources of the purchase consideration are as follows:
(In millions)
New vehicle floor plan facility$292.0 
Used vehicle floor plan facility300.0 
Revolving credit facility623.3 
Real estate facility546.5 
Purchase price$1,761.8 
Under the acquisition method of accounting, the tangible and intangible assets acquired and liabilities assumed are recorded at their estimated fair value based on available information. The following table summarizes the amounts recorded based on final estimates of fair value:
Summary of Assets Acquired and Liabilities Assumed
(In millions)
Assets
Inventories, net$371.6 
Other current assets60.0 
Total current assets431.6 
Property and equipment, net605.5 
Goodwill340.9 
Intangible franchise rights428.5 
Operating lease right-of-use assets39.1 
Total assets acquired$1,845.6 
Liabilities
Operating lease liabilities$39.8 
Other liabilities44.0 
Total liabilities assumed83.8 
Net assets acquired$1,761.8 
The acquisition accounting is based upon the Company's estimates of fair value. The estimated fair values of the assets acquired and liabilities assumed and the related acquisition accounting are based on management’s estimates and assumptions, as well as other information compiled by management, including the books and records of the Businesses. Measurement period adjustments recorded during the three and nine months ended September 30, 2026 and their related effects on our condensed consolidated statements of income and condensed consolidated balance sheet were not material.
Approximately $428.5 million of the purchase price was assigned to the indefinite lived franchise rights intangible assets related to the dealer agreements applicable to each new vehicle dealership. In addition, goodwill of $340.9 million was recognized and is primarily attributable to the anticipated synergies that Asbury expects to derive from the Herb Chambers acquisition as well as the acquired assembled workforce of the Businesses.
14
Goodwill and manufacturer franchise rights associated with our Dealerships segment acquisitions are deductible for federal and state income tax purposes ratably over a 15-year period.
The Company's condensed consolidated statements of income for the nine months ended September 30, 2026 included revenue and net income attributable to the Businesses of $1.80 billion and $43.3 million, respectively.
The Company's condensed consolidated statements of income for the nine months ended September 30, 2025 included revenue and net income attributable to the Businesses from July 21, 2025 through September 30, 2025 of $523.4 million and $17.9 million.
The following represents the unaudited pro forma information as if the Herb Chambers acquisition occurred on January 1, 2024:
For the Three Months Ended September 30,For the Nine Months Ended September 30,
20252025
(In millions)
(Unaudited)
Pro forma revenue$5,441.6 $15,248.2 
Pro forma net income$146.1 $439.3 
The above pro forma financial information adjusts the revenue and net income related to the Herb Chambers acquisition primarily for depreciation, rent and interest expense, assuming that the fair value adjustments and indebtedness incurred in connection with the Herb Chambers acquisition had occurred on January 1, 2024. They have also been adjusted to reflect the $14.7 million of acquisition related costs incurred during the nine months ended September 30, 2025, as having occurred on January 1, 2024. The pro forma information also assumes that the July 2025 divestiture of two Lexus and two General Motors dealerships occurred on January 1, 2024. The pro forma net income for the nine months ended September 30, 2025 includes $26.0 million of asset impairments recorded by the Company.
There were no other acquisitions during the nine months ended September 30, 2026 and 2025.
Divestitures
During the three months ended September 30, 2026, we sold five franchises (two dealership locations) for an aggregate purchase price of approximately $34.3 million. The Company recorded a pre-tax gain totaling $0.7 million, which is presented in our accompanying condensed consolidated statements of income as a gain on dealership divestitures, net. During the nine months ended September 30, 2026, we sold the following franchises:
ManufacturerFranchisesLocationsStates
Mercedes-Benz; Sprinter42Missouri
Audi11Missouri
Nissan11South Carolina
Chrysler Dodge Jeep Ram; Fiat72Indiana; Massachusetts
Hyundai11Massachusetts
Land Rover22Missouri; South Carolina
Porsche11South Carolina
BMW11Missouri
Infiniti11Missouri
The Company recorded a pre-tax gain totaling $126.4 million which is presented in our accompanying condensed consolidated statements of income as a gain on dealership divestitures, net.
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During the three months ended September 30, 2025, we sold eight franchises (four dealership locations) for an aggregate purchase price of approximately $230.6 million. The Company recorded a pre-tax gain totaling $35.7 million, which is presented in our accompanying condensed consolidated statements of income as a gain on dealership divestitures, net. During the nine months ended September 30, 2025, we sold the following franchises:
ManufacturerFranchisesLocationsStates
Nissan11Colorado
Chevrolet11Utah
Chrysler Dodge Jeep Ram93Colorado; Utah
Ford11Utah
Lexus22Utah
Toyota22California
Volvo11South Carolina
The Company recorded a pre-tax gain totaling $45.8 million, which is presented in our accompanying condensed consolidated statements of income as a gain on dealership divestitures, net.
4. ACCOUNTS RECEIVABLE
Accounts receivable consisted of the following:
As of
September 30, 2026December 31, 2025
(In millions)
Vehicle receivables$63.1 $84.6 
Manufacturer receivables104.0 113.9 
Other receivables89.2 99.5 
Total accounts receivable256.3 298.0 
Less—Allowance for credit losses(4.8)(3.4)
Accounts receivable, net$251.6 $294.6 
5. INVENTORIES
Inventories consisted of the following:
As of
September 30, 2026December 31, 2025
(In millions)
New vehicles$1,407.4 $1,582.6 
Used vehicles445.1 399.9 
Parts and accessories152.8 153.3 
Total inventories, net (a)$2,005.3 $2,135.8 
___________________________
(a) Inventories, net as of September 30, 2026, and December 31, 2025, excluded $4.6 million and $96.5 million classified as assets held for sale, respectively.
The lower of cost and net realizable value reserves reduced total inventory cost by $8.7 million and $9.0 million, respectively, as of September 30, 2026 and December 31, 2025. As of September 30, 2026, and December 31, 2025, certain automobile manufacturer incentives reduced new vehicle inventory cost by $13.2 million and $16.2 million, respectively, and reduced new vehicle cost of sales for the three months ended September 30, 2026 and 2025, by $30.2 million and $32.4 million, respectively. For the nine months ended September 30, 2026 and 2025, new vehicle cost of sales was reduced by manufacturer incentives of $87.9 million and $93.9 million, respectively.
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6. ASSETS AND LIABILITIES HELD FOR SALE
Assets and liabilities classified as held for sale include (i) assets and liabilities associated with a pending dealership disposal and (ii) real estate that we are actively marketing to sell.
A summary of assets held for sale and liabilities associated with assets held for sale is as follows:
As of
September 30, 2026December 31, 2025
(In millions)
Assets:
Inventory$4.6 $96.5 
Loaners, net— 15.4 
Property and equipment, net31.9 117.3 
Operating lease right-of-use assets— 1.8 
Goodwill— 33.3 
Franchise rights2.0 4.5 
Total assets held for sale38.6 268.9 
Liabilities:
Current maturities of operating leases— 0.4 
Operating lease liabilities— 1.5 
Total liabilities associated with assets held for sale— 1.8 
Net assets held for sale$38.6 $267.0 
As of September 30, 2026, assets held for sale consisted of one franchise (one dealership location) in addition to one real estate property.
In June 2026, the Company recognized a $4.2 million pre-tax non-cash franchise rights impairment charge in connection with a dealership that was classified as assets held for sale in June 2026. The quantitative assessment for the disposal group included a comparison of the estimated fair value to the carrying value of the disposal group less costs to sell. The Company determined the estimated fair value of the disposal group based on estimated sales proceeds less costs to sell. The franchise rights impairment charge is reflected in asset impairments in our condensed consolidated statements of income for the nine months ended September 30, 2026.
As of December 31, 2025, assets held for sale consisted of 15 franchises (11 dealership locations) in addition to two real estate properties.
7. INVESTMENTS
Our investment portfolio is primarily funded by product premiums from the sale of our TCA F&I products. The amortized cost, gross unrealized gains and losses and estimated fair values of debt securities available-for-sale are as follows:
As of September 30, 2026
Amortized CostGross Unrealized GainsGross Unrealized LossesFair Value
(In millions)
Short-term investments$4.3 $— $— $4.3 
U.S. Treasuries2.8 — (0.1)2.7 
Municipal4.9 — (0.1)4.8 
Corporate158.4 0.1 (4.5)153.9 
Mortgage and other asset-backed securities255.7 0.1 (8.1)247.7 
Total investments$426.0 $0.2 $(12.8)$413.4 
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As of December 31, 2025
Amortized CostGross Unrealized GainsGross Unrealized LossesFair Value
(In millions)
Short-term investments$0.5 $— $— $0.5 
U.S. Treasuries2.6 — — 2.6 
Municipal4.9 0.1 — 5.0 
Corporate163.3 3.8 — 167.0 
Mortgage and other asset-backed securities237.1 3.4 (0.3)240.1 
Total investments$408.4 $7.3 $(0.4)$415.3 
As of September 30, 2026 and December 31, 2025, the Company had $3.0 million and $3.1 million of accrued interest receivable, respectively, which is included in other current assets on the condensed consolidated balance sheets. The Company does not consider accrued interest receivable in the carrying amount of financial assets held at amortized cost basis or in the allowance for credit losses.
A summary of amortized costs and fair value of investments by time to maturity, is as follows:
As of September 30, 2026
Amortized CostFair Value
(In millions)
Due in 1 year or less$4.3 $4.3 
Due in 1-5 years96.4 95.2 
Due in 6-10 years64.5 61.4 
Due after 10 years5.1 4.8 
Total by maturity170.3 165.7 
Mortgage and other asset-backed securities255.7 247.7 
Total investment securities$426.0 $413.4 
There were $0.1 million gross losses and $0.2 million gross gains realized related to the sale of available-for-sale debt securities carried at fair value for the three months ended September 30, 2026. There were $0.2 million gross losses and $0.6 million gross gains realized related to the sale of available-for-sale debt securities carried at fair value for the nine months ended September 30, 2026.
There were no gross losses and $0.3 million gross gains realized related to the sale of available-for-sale debt securities carried at fair value for the three months ended September 30, 2025. There were $0.2 million gross losses and $0.7 million gross gains realized related to the sale of available-for-sale debt securities carried at fair value for the nine months ended September 30, 2025.
The following tables summarize the amount of unrealized losses, defined as the amount by which the amortized cost exceeds fair value, and the related fair value of investments with unrealized losses. The investments were segregated into two categories: those that have been in a continuous unrealized loss position for less than 12 months and those that have been in a continuous unrealized loss position for 12 or more months. The reference point for determining how long an investment was in an unrealized loss position was September 30, 2026.
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As of September 30, 2026
Less than 12 MonthsGreater than 12 MonthsTotal
Fair ValueUnrealized LossesFair ValueUnrealized LossesFair ValueUnrealized Losses
(In millions)
Short-term investments$0.8 $— $0.8 $— $1.6 $— 
U.S. Treasuries2.7 (0.1)— — 2.7 (0.1)
Municipal3.8 (0.1)— — 3.8 (0.1)
Corporate127.8 (4.4)2.5 (0.2)130.3 (4.5)
Mortgage and other asset-backed securities185.3 (6.0)38.4 (2.1)223.7 (8.1)
Total debt securities$320.4 $(10.5)$41.7 $(2.3)$362.1 $(12.8)
As of December 31, 2025
Less than 12 MonthsGreater than 12 MonthsTotal
Fair ValueUnrealized LossesFair ValueUnrealized LossesFair ValueUnrealized Losses
(In millions)
Short-term investments$— $— $0.5 $— $0.5 $— 
U.S. Treasuries— — 0.8 — 0.8 — 
Corporate4.8 — — — 4.8 — 
Mortgage and other asset-backed securities28.8 (0.1)18.8 (0.2)47.6 (0.3)
Total debt securities$33.5 $(0.1)$20.2 $(0.2)$53.7 $(0.3)
The Company reviews the investment securities portfolio at the security level on a quarterly basis for potential credit losses, which takes into consideration numerous factors including changes in credit ratings. The decline in fair value identified in the tables above are a result of widening market spreads and not a result of credit quality. Additionally, the Company has determined it has both the intent and ability to hold these investments until the market price recovers or until maturity and does not believe it will be required to sell the securities before maturity. Accordingly, no credit losses were recognized on these securities during the three and nine months ended September 30, 2026.
8. FLOOR PLAN NOTES PAYABLE
Floor plan notes payable consisted of the following:
As of
September 30, 2026December 31, 2025
(In millions)
Floor plan notes payable—trade$299.9 $344.0 
Floor plan notes payable offset account(1.0)(1.0)
Floor plan notes payable—trade, net$298.9 $343.1 
Floor plan notes payable—new non-trade$1,305.1 $1,509.6 
Floor plan notes payable—used non-trade320.0 325.0 
Floor plan notes payable offset account(159.7)(150.7)
Floor plan notes payable—non-trade, net$1,465.4 $1,683.9 
We have floor plan offset accounts that allow us to offset our floor plan notes payable balances outstanding with transfers of cash to reduce the amount of outstanding floor plan notes payable that would otherwise accrue interest, while retaining the ability to transfer amounts from the offset account into our operating cash accounts within the same day.
We have the ability to convert a portion of our availability under the revolving credit facility to the new vehicle floor plan facility or the used vehicle floor plan facility. The maximum amount we are allowed to convert is determined based on our
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aggregate revolving commitment under the revolving credit facility, less $50.0 million. In addition, we are able to convert any amounts moved to the new vehicle floor plan facility or used vehicle floor plan facility back to the revolving credit facility.
In addition to our new and used vehicle floor plan facilities, we have loaner vehicle floor plan facilities with Bank of America and certain original equipment manufacturers (“OEMs”). Loaner vehicle notes payable related to Bank of America as of September 30, 2026 and December 31, 2025 were $59.3 million and $65.0 million, respectively. Loaner vehicle notes payable related to OEMs as of September 30, 2026 and December 31, 2025 were $191.1 million and $190.2 million, respectively.
9. DEBT
Long-term debt consisted of the following:
As of
September 30, 2026December 31, 2025
(In millions)
4.50% Senior Notes due 2028
$405.0 $405.0 
4.625% Senior Notes due 2029
800.0 800.0 
4.75% Senior Notes due 2030
445.0 445.0 
5.00% Senior Notes due 2032
600.0 600.0 
Mortgage notes payable bearing interest at fixed rates25.4 27.2 
2025 Real Estate Facility513.7 537.4 
2021 Real Estate Facility401.7 442.1 
2021 BofA Real Estate Facility145.6 151.2 
2018 Wells Fargo Master Loan Facility43.0 57.2 
2023 Syndicated Revolving Credit Facility— 120.0 
Finance lease liability8.3 8.3 
Total debt outstanding3,387.6 3,593.4 
Add—unamortized premium on 4.50% Senior Notes due 2028
0.2 0.3 
Add—unamortized premium on 4.75% Senior Notes due 2030
0.7 0.8 
Less—debt issuance costs(19.0)(22.6)
Long-term debt, including current portion3,369.6 3,572.0 
Less—current portion, net of debt issuance costs(439.2)(479.2)
Long-term debt$2,930.4 $3,092.8 
10. FINANCIAL INSTRUMENTS AND FAIR VALUE
In determining fair value, we use various valuation approaches, including market and income approaches. Accounting standards establish a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability developed based on market data obtained from independent sources. Unobservable inputs are inputs that reflect our assumptions about the assumptions that market participants would use in pricing the asset or liability, developed based on the best information available in the circumstances. The hierarchy is broken down into three levels based on the reliability of inputs as follows:
Level 1-Valuations based on quoted prices in active markets for identical assets or liabilities that we have the ability to access.
Level 2-Valuations based on quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly. Assets and liabilities utilizing Level 2 inputs include interest rate swap instruments, exchange-traded debt securities that are not actively traded or do not have a high trading volume, mortgage notes payable and certain real estate properties on a non-recurring basis.
Level 3-Valuations based on inputs that are unobservable and significant to the overall fair value measurement. Asset and liability measurements utilizing Level 3 inputs include those used in estimating the fair value of certain non-financial assets and non-financial liabilities in purchase acquisitions and those used in the assessment of impairment for goodwill and intangible franchise rights.
20
The availability of observable inputs can vary and is affected by a wide variety of factors. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment required to determine fair value is greatest for instruments categorized in Level 3. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement is disclosed is determined based on the lowest level input that is significant to the fair value measurement.
Fair value is a market-based exit price measure considered from the perspective of a market participant who holds the asset or owes the liability rather than an entity-specific measure. Therefore, even when market assumptions are not readily available, our assumptions are set to reflect those that market participants would use in pricing the asset or liability at the measurement date. We use inputs that are current as of the measurement date, including during periods of significant market fluctuations.
Financial instruments consist primarily of cash and cash equivalents, investments, contracts-in-transit, accounts receivable, cash surrender value of corporate-owned life insurance policies, accounts payable, floor plan notes payable, subordinated long-term debt, mortgage notes payable and interest rate swap instruments. The carrying values of our financial instruments, with the exception of subordinated long-term debt and mortgage notes payable bearing interest at fixed rates, approximate fair value primarily due to (i) their short-term nature, (ii) recently completed market transactions, or (iii) existence of variable interest rates, which approximate market rates. The fair value of our subordinated long-term debt is based on reported market prices in an inactive market that reflect Level 2 inputs. We estimate the fair value of our mortgage notes payable using a present value technique based on current market interest rates for similar types of financial instruments that reflect Level 2 inputs.
A summary of the carrying values and fair values of our subordinated long-term debt notes and our mortgage notes payable bearing interest at fixed rates is as follows:
As of
September 30, 2026December 31, 2025
(In millions)
Carrying Value:
4.50% Senior Notes due 2028
$404.3 $403.9 
4.625% Senior Notes due 2029
794.6 793.4 
4.75% Senior Notes due 2030
443.6 443.2 
5.00% Senior Notes due 2032
594.5 593.9 
Mortgage notes payable bearing interest at fixed rates25.4 27.2 
Total carrying value$2,262.3 $2,261.6 
Fair Value:
4.50% Senior Notes due 2028
$393.9 $399.9 
4.625% Senior Notes due 2029
756.0 778.0 
4.75% Senior Notes due 2030
419.4 433.9 
5.00% Senior Notes due 2032
547.5 579.0 
Mortgage notes payable bearing interest at fixed rates25.7 27.7 
Total fair value$2,142.5 $2,218.5 
Interest Rate Swap Agreements
We currently have five interest rate swap agreements. These swaps are designed to provide a hedge against changes in variable rate cash flows regarding fluctuations in the Secured Overnight Financing Rate ("SOFR").
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The following table provides information on the attributes of each swap as of September 30, 2026:
Inception DateNotional Principal at InceptionNotional Value as of September 30, 2026Notional Principal at MaturityMaturity Date
(In millions)
January 2022$300.0 $232.5 $228.8 December 2026
January 2022$250.0 $250.0 $250.0 December 2031
May 2021$184.4 $145.6 $110.6 May 2031
July 2020$93.5 $61.9 $50.6 December 2028
February 2026$250.0 $242.6 $194.3 July 2030
The fair value of cash flow swaps is calculated as the present value of expected future cash flows, determined on the basis of forward interest rates and present value factors. Fair value estimates reflect a credit adjustment to the discount rate applied to all expected cash flows under the swaps. Other than this input, all other inputs used in the valuation for these swaps are designated to be Level 2 inputs. The fair value of our swaps as of September 30, 2026 and December 31, 2025 reflect a net asset of $69.3 million and $47.0 million, respectively.
The following table provides information regarding the fair value of our interest rate swap agreements and the impact on the condensed consolidated balance sheets:
As of
September 30, 2026December 31, 2025
(In millions)
Other current assets$15.9 $13.2 
Other long-term assets53.4 33.8 
Total fair value$69.3 $47.0 
Our interest rate swaps qualify for cash flow hedge accounting treatment. These interest rate swaps are marked to market at each reporting date and any unrealized gains or losses are included in accumulated other comprehensive income and reclassified to interest expense in the same period or periods during which the hedged transactions affect earnings. Information about the effects of our interest rate swap agreements in the accompanying condensed consolidated statements of income and condensed consolidated statements of comprehensive income, is as follows (in millions):
For the Three Months Ended September 30,Results Recognized in Accumulated Other Comprehensive Income/(Loss)
(Effective Portion)
Location of Results Reclassified from Accumulated Other Comprehensive Income/(Loss) to Earnings
Results Reclassified from Accumulated Other Comprehensive Income/(Loss)
to Earnings
2026$28.6 Other interest expense, net$(12.6)
2025$1.1 Other interest expense, net$(6.1)
For the Nine Months Ended September 30,Results Recognized in Accumulated Other Comprehensive Income/(Loss)
(Effective Portion)
Location of Results Reclassified from Accumulated Other Comprehensive Income/(Loss) to Earnings
Results Reclassified from Accumulated Other Comprehensive Income/(Loss)
to Earnings
2026$37.8 Other interest expense, net$(15.6)
2025$(8.8)Other interest expense, net$(18.4)
 On the basis of yield curve conditions as of September 30, 2026 and including assumptions about future changes in fair value, we expect the amount to be reclassified out of accumulated other comprehensive income into earnings within the next 12 months will be gains of approximately $15.9 million.
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Investments
The table below presents the Company’s investment securities that are measured at fair value on a recurring basis aggregated by the level in the fair value hierarchy within which those measurements fall:
As of September 30, 2026
Level 1Level 2Level 3Total
(In millions)
Cash equivalents$23.2 $— $— $23.2 
Short-term investments0.8 3.4 — 4.3 
U.S. Treasuries2.7 — — 2.7 
Municipal— 4.8 — 4.8 
Corporate0.3 153.6 — 153.9 
Mortgage and other asset-backed securities— 247.7 — 247.7 
Total$3.8 $409.6 $— $413.4 
As of December 31, 2025
Level 1Level 2Level 3Total
(In millions)
Cash equivalents$6.7 $— $— $6.7 
Short-term investments0.5 — — 0.5 
U.S. Treasuries2.6 — — 2.6 
Municipal— 5.0 — 5.0 
Corporate0.3 166.7 — 167.0 
Mortgage and other asset-backed securities— 240.1 — 240.1 
Total$3.5 $411.8 $— $415.3 
We review the fair value hierarchy classifications each reporting period. Changes in the observability of the valuation attributes may result in a reclassification of certain investments. Such reclassifications are reported as transfers in and out of Level 3, or between other levels, at the beginning fair value for the reporting period in which the changes occur.
Available-for-sale debt securities are recorded at fair value and any unrealized gains or losses are included in accumulated other comprehensive income and reclassified to finance and insurance, net revenue in the period or periods during which the debt securities are sold and the gains or losses are realized.
Information about the effects of our available-for-sale debt securities in the accompanying condensed consolidated statements of income and condensed consolidated statements of comprehensive income, is as follows (in millions):
For the Three Months Ended September 30,Results Recognized in Accumulated Other Comprehensive Income/(Loss)
(Effective Portion)
Location of Results Reclassified from Accumulated Other Comprehensive Income/(Loss) to Earnings
Results Reclassified from Accumulated Other Comprehensive Income/(Loss)
to Earnings
2026$(13.9)Revenue-Finance and insurance, net$0.1 
2025$2.0 Revenue-Finance and insurance, net$0.3 
For the Nine Months Ended September 30,Results Recognized in Accumulated Other Comprehensive Income/(Loss)
(Effective Portion)
Location of Results Reclassified from Accumulated Other Comprehensive Income/(Loss) to Earnings
Results Reclassified from Accumulated Other Comprehensive Income/(Loss)
to Earnings
2026$(19.9)Revenue-Finance and insurance, net$0.4 
2025$7.2 Revenue-Finance and insurance, net$0.4 
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11. SUPPLEMENTAL CASH FLOW INFORMATION
During the nine months ended September 30, 2026 and 2025, we made interest payments, including amounts capitalized, totaling $208.0 million and $196.3 million, respectively.
During the nine months ended September 30, 2026 and 2025, we made income tax payments, net of refunds received, totaling $98.6 million and $89.9 million, respectively.
During the nine months ended September 30, 2026 and 2025, we transferred $483.7 million and $379.7 million, respectively, of loaner vehicles from other current assets to inventory in our condensed consolidated balance sheets. The aforementioned amounts are included in changes in inventories in the operating activities section of the accompanying condensed consolidated statements of cash flows.
12. SEGMENT INFORMATION
As of September 30, 2026, the Company had two reportable segments: (1) Dealerships and (2) TCA. Our dealership operations are organized by management into geographic region-based groups within the Dealerships segment. The operations of our F&I product provider are reflected within our TCA segment.
TCA's vehicle protection products are sold through affiliated dealerships and the revenue from the related commissions is included in finance and insurance, net revenue in the Dealerships segment before consolidation. The corresponding claims expense incurred and the amortization of deferred acquisition costs is recorded as a cost of sales in the TCA segment. The Dealerships segment also provides vehicle repair and maintenance services to TCA customers in connection with claims related to TCA's vehicle protection products. The gross profit earned by our parts and service departments for work performed for TCA customers is reflected as a reduction of parts and service cost of sales in the accompanying condensed consolidated statements of income. The costs incurred by TCA for work performed by our parts and service departments are included in finance and insurance cost of sales in the accompanying condensed consolidated statements of income.
The significant expense categories and amounts are consistent with the segment-level information that is regularly provided to the chief operating decision maker. Certain intersegment expenses are included within the amounts shown. Rent and related expenses include rent expense, utilities, property and casualty insurance, real estate tax and personal property tax. Other segment items for the TCA segment relate to selling, general and administrative expenses.
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Reportable segment financial information for the three and nine months ended September 30, 2026 and 2025, is as follows:

For the Three Months Ended September 30, 2026For the Three Months Ended September 30, 2025
DealershipsTCATotalDealershipsTCATotal
(In millions)(In millions)
Revenue from external customers$4,331.1 $82.6 $4,413.6 $4,719.8 $81.1 $4,800.9 
Intersegment revenue
Finance and insurance68.4 — 68.4 57.4 — 57.4 
Parts and service8.3 — 8.3 9.0 — 9.0 
Total intersegment revenue76.7 — 76.7 66.4 — 66.4 
$4,407.7 $82.6 $4,490.3 $4,786.2 $81.1 $4,867.2 
Reconciliation of revenue
Elimination of intersegment revenue(76.7)(66.4)
Total consolidated revenue$4,413.6 $4,800.9 
Less:
Cost of sales
New vehicle2,164.0 — 2,367.9 — 
Used vehicle1,233.0 — 1,347.0 — 
Parts and service281.4 — 279.2 — 
Finance and insurance— 59.9 — 59.6 
Selling, general and administrative expenses
Personnel costs309.5 — 339.0 — 
Rent and related expenses38.5 — 39.5 — 
Advertising19.8 — 18.7 — 
Other selling, general and administrative expense135.9 — 133.1 — 
Other segment items— 2.0 — 1.9 
Depreciation and amortization23.7 — 21.2 — 
Floor plan interest expense20.5 — 26.7 — 
Segment operating income$181.6 $20.7 $202.3 $213.9 $19.6 $233.5 
Reconciliation of segment operating income
Intersegment eliminations
Total intersegment revenue eliminations(76.7)(66.4)
Total intersegment cost of sales eliminations56.1 55.3 
Deferral of SG&A expense (related to capitalized contract costs offset by amortization)4.4 5.1 
Total intersegment eliminations(16.2)(5.9)
Asset impairments— (11.7)
Other interest expense, net(47.6)(51.3)
Gain on dealership divestitures, net0.7 35.7 
Income before income taxes$139.1 $200.2 
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For the Nine Months Ended September 30, 2026For the Nine Months Ended September 30, 2025
DealershipsTCATotalDealershipsTCATotal
(In millions)(In millions)
Revenue from external customers$12,665.3 $246.0 $12,911.3 $13,077.8 $244.7 $13,322.5 
Intersegment revenue
Finance and insurance187.8 — 187.8 174.4 — 174.4 
Parts and service24.8 — 24.8 28.5 — 28.5 
Total intersegment revenue212.6 — 212.6 202.9 — 202.9 
$12,877.9 $246.0 $13,123.9 $13,280.7 $244.7 $13,525.4 
Reconciliation of revenue
Elimination of intersegment revenue(212.6)(202.9)
Total consolidated revenue$12,911.3 $13,322.5 
Less:
Cost of sales
New vehicle6,328.3 — 6,506.8 — 
Used vehicle3,539.6 — 3,735.0 — 
Parts and service820.0 — 790.4 — 
Finance and insurance— 177.2 — 179.8 
Selling, general and administrative expenses
Personnel costs943.4 — 966.8 — 
Rent and related expenses122.0 — 89.3 — 
Advertising54.0 — 51.0 — 
Other selling, general and administrative expense401.4 — 362.1 — 
Other segment items— 5.7 — 5.5 
Depreciation and amortization69.3 0.1 59.3 0.2 
Floor plan interest expense63.2 — 65.6 — 
Segment operating income$536.7 $63.1 $599.8 $654.4 $59.2 $713.6 
Reconciliation of segment operating income
Intersegment eliminations
Total intersegment revenue eliminations(212.6)(202.9)
Total intersegment cost of sales eliminations165.3 168.2 
Deferral of SG&A expense (related to capitalized contract costs offset by amortization)8.5 15.9 
Total intersegment eliminations(38.8)(18.9)
Asset impairments(4.2)(26.0)
Other interest expense, net(142.2)(135.0)
Gain on dealership divestitures, net126.4 45.8 
Income before income taxes$541.0 $579.5 





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Total assets by segment as of September 30, 2026 and December 31, 2025 are as follows:

As of September 30, 2026
Dealerships TCATotal Reportable SegmentsEliminationsTotal Company
(In millions)
Total assets$10,058.6 $1,096.4 $11,155.0 $195.1 $11,350.1 

As of December 31, 2025
DealershipsTCATotal Reportable SegmentsEliminationsTotal Company
(In millions)
Total assets$10,389.5 $1,024.3 $11,413.8 $204.4 $11,618.2 
13. COMMITMENTS AND CONTINGENCIES
On August 3, 2022, we received a Civil Investigative Demand (“CID”) from the Federal Trade Commission (the "FTC") requesting information and documents concerning the Company’s corporate structure and operation of six of its dealerships. We responded to the CID by producing information and documents for the period August 1, 2019 to April 24, 2023. On February 8, 2024, the FTC staff counsel sent to us a proposed consent order and draft complaint, alleging that the Company and three of our dealerships had violated Section 5 of the Federal Trade Commission Act (“FTC Act”) and certain provisions of the Equal Credit Opportunity Act (“ECOA”) in connection with the sale of add-on products (e.g., vehicle service contracts, maintenance plans, etc.), and advising that it would recommend the filing of an enforcement action if the Company did not settle the FTC’s claims. On August 16, 2024, after discussions with the FTC stalled, the FTC initiated an administrative proceeding by filing an enforcement action against the Company. On October 4, 2024, the Company filed suit against the FTC in the United States District Court for the Northern District of Texas, seeking to enjoin the FTC’s administrative proceeding on the ground that the administrative proceeding was unconstitutional. On October 5, 2026, the FTC dismissed its administrative proceeding. Notwithstanding the dismissal, the FTC presently retains the ability to refile the enforcement action, and the Company's lawsuit remains pending as of the date of this filing. There can be no assurance regarding the outcome of the Company's pending lawsuit, whether the FTC will refile its claims, or the ultimate resolution or impact of this matter on the Company.
Our dealerships are party to dealer and framework agreements with applicable vehicle manufacturers. In accordance with these agreements, each dealership has certain rights and is subject to restrictions typical in the industry. The ability of these manufacturers to influence the operations of the dealerships or the loss of any of these agreements could have a materially negative impact on our operating results.
In some instances, manufacturers may have the right, and may direct us, to implement costly capital improvements to dealerships as a condition to entering into, renewing, or extending franchise agreements with them. Manufacturers also typically require that their franchises meet specific standards of appearance. These factors, either alone or in combination, could cause us to use our financial resources on capital projects that we might not have planned for or otherwise determined to undertake.
From time to time, we and our dealerships are or may become involved in various claims relating to, and arising out of, our business and our operations. These claims may involve, but not be limited to, financial and other audits by vehicle manufacturers or lenders and certain federal, state, and local government authorities, which have historically related primarily to (i) incentive and warranty payments received from vehicle manufacturers, or allegations of violations of manufacturer agreements or policies, (ii) compliance with lender rules and covenants, and (iii) payments made to government authorities relating to federal, state, and local taxes, as well as compliance with other government regulations. Claims may also arise through litigation, government proceedings, and other dispute resolution processes. Such claims, including class actions, could relate to, but may not be limited to, the practice of charging administrative fees and other fees and commissions, employment-related matters, truth-in-lending and other dealer assisted financing obligations, contractual disputes, regulatory and compliance issues, disputes arising out of cyber incidents or the disclosure of Personally Identifiable Information (“PII”), actions brought by governmental authorities, and other matters.
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We evaluate pending and threatened claims and establish loss contingency reserves based upon outcomes we currently believe to be probable and reasonably estimable. We believe we have adequately accrued reserves for the potential impact of loss contingencies that are probable and reasonably estimable. Based on our review of the various types of claims currently known to us, there is no indication of material reasonably possible losses in excess of amounts accrued in the aggregate. We currently do not anticipate that any known claim will materially adversely affect our financial condition, liquidity, or results of operations. However, the outcome of any matter cannot be predicted with certainty, and an unfavorable resolution of one or more matters presently known or arising in the future could have a material adverse effect on our financial condition, liquidity, or results of operations.
A significant portion of our business involves the sale of vehicles, parts, or vehicles composed of parts that are manufactured outside the United States. As a result, our operations are subject to customary risks of importing merchandise, including fluctuations in the relative values of currencies, import duties, exchange controls, trade restrictions, work stoppages and general political and socio-economic conditions in foreign countries. The United States or the countries from which our products are imported may, from time to time, impose new quotas, duties, tariffs, or other restrictions, or may adjust presently prevailing quotas, duties, or tariffs, which may affect our operations, the pricing of our products and services, and our ability to purchase imported vehicles and/or parts at reasonable prices.
Substantially all of our facilities are subject to federal, state and local provisions regarding the discharge of materials into the environment. Compliance with these provisions has not had, nor do we expect such compliance to have, any material effect upon our capital expenditures, net earnings, financial condition, liquidity, or competitive position. We believe that our current practices and procedures for the control and disposition of such materials comply with applicable federal, state and local requirements. No assurances can be provided, however, that future laws or regulations, or changes in existing laws or regulations, would not require us to expend significant resources in order to comply therewith.
We had $20.8 million of letters of credit outstanding as of September 30, 2026, which are required by certain of our insurance providers. In addition, as of September 30, 2026, we maintained a $25.9 million surety bond line in the ordinary course of our business. Our letters of credit and surety bond line are considered to be off balance sheet arrangements.
Our other material commitments include (i) floor plan notes payable, (ii) operating leases, (iii) long-term debt and (iv) interest on long-term debt.
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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
Forward-Looking Information
Certain of the discussions and information included or incorporated by reference in this report may constitute "forward-looking statements" within the meaning of the federal securities laws. Forward-looking statements are statements that are not historical in nature and may include statements relating to our goals, plans and projections regarding industry and general economic trends, our expected financial position, results of operations or market position and our business strategy. Such statements can generally be identified by words such as "may," "target," "could," "would," "will," "should," "believe," "expect," "anticipate," "plan," "intend," "foresee," and other similar words or phrases. Forward-looking statements may also relate to our expectations and assumptions with respect to, among other things:

•the seasonally adjusted annual rate of new vehicle sales in the United States;
•general economic conditions and their expected impact on our revenue and expenses;
•our expected parts and service revenue due to, among other things, improvements in vehicle technology;
•our ability to limit our exposure to regional economic downturns due to our geographic diversity and brand mix;
•manufacturers' continued use of incentive programs to drive demand for their product offerings;
•our capital allocation strategy, including as it relates to acquisitions and divestitures, stock repurchases and capital expenditures;
•our revenue growth strategy;
•the growth of the brands that comprise our portfolio over the long-term;
•disruptions in the production and supply of vehicles and parts from our vehicle and parts manufacturers and other suppliers, which can disrupt our operations; and
•our estimated future capital expenditures, which can be impacted by increasing prices and labor shortages and acquisitions and divestitures.
Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual future results, performance or achievements to be materially different from any future results, performance, or achievements expressed or implied by the forward-looking statements. Such factors include, but are not limited to:
•the ability to acquire and successfully integrate acquired businesses into our existing operations and realize expected benefits and synergies from such acquisitions, and identify and remediate insufficient control activities of the acquired businesses, if any, given that substantially all of our acquired businesses are private companies;
•the effects of increased expenses or unanticipated liabilities incurred resulting from or due to activities related to our acquisitions or divestitures;
•changes in general economic and business conditions, including the current inflationary environment, the current interest rate environment, changes in U.S. trade policy, including the imposition of tariffs, changes in employment levels, consumer confidence levels, consumer demand and preferences, the availability and cost of credit, fuel prices and levels of discretionary personal income;
•our ability to generate sufficient cash flows, maintain our liquidity and obtain any necessary additional funds for working capital, capital expenditures, acquisitions, stock repurchases, debt maturity payments and other corporate purposes, if necessary or desirable;
•significant disruptions in the production and delivery of vehicles and parts, or our business operations, for any reason, including supply shortages, natural disasters, severe weather, civil unrest, both at home and abroad, product recalls, work stoppages or other occurrences that are outside of our control;
•our ability to successfully attract and retain skilled employees;
•our ability to successfully operate, including our ability to maintain, and obtain future necessary regulatory approvals, for Total Care Auto, Powered by Asbury ("TCA"), our finance and insurance ("F&I") product provider;
•adverse conditions affecting the vehicle manufacturers whose brands we sell, and their ability to design, manufacture, deliver and market their vehicles successfully, including competitive pressures from potential new Chinese vehicle manufacturers;
•changes in the mix and total number of vehicles we are able to sell;
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•shifts in consumer preferences among vehicle types, segments and powertrains, including in response to fuel prices, vehicle affordability, and the availability of government incentives for electric and hybrid vehicles;
•our outstanding indebtedness and our continued ability to comply with applicable covenants in our various financing and lease agreements, or to obtain waivers of these covenants as necessary;
•our ability to refinance outstanding indebtedness on attractive and advantageous terms;
•high levels of competition in our industry, which may create pricing and margin pressures on our products and services;
•our relationships with manufacturers of the vehicles we sell and our ability to renew, and enter into new framework and dealer agreements with vehicle manufacturers whose brands we sell, on terms acceptable to us;
•the availability of manufacturer incentive programs and our ability to earn these incentives;
•our ability to incorporate and integrate new technologies and key information systems with our existing operations, including our ability to successfully transition to and integrate our operations with Tekion, a dealer management systems ("DMS") provider, from CDK, another DMS provider;
•failure of management information systems used or maintained by our third-party service providers;
•any data security breaches occurring, including with regard to personally identifiable information ("PII");
•changes in laws and regulations governing the operation of automobile franchises, including trade restrictions, consumer protections, accounting standards, taxation requirements and environmental laws;
•macroeconomic and geopolitical conditions, including global trade relations, changes to consumer and business confidence, international tensions, hostilities and instability, including the conflicts between the United States and Iran and between Russia and Ukraine related disruptions to global energy supplies and shipping routes, which have contributed to higher fuel prices and may affect consumer demand and preferences for the vehicles we sell, a slowdown in U.S. or global economic growth, higher rates of unemployment, changes in interest rates, inflation, and market volatility;
•changes in, or the imposition of, new tariffs or trade restrictions on imported vehicles or parts;
•adverse results from litigation, regulatory investigations or other similar proceedings involving us, including costs, expenses, settlements and judgments related thereto;
•our ability to consummate planned or pending mergers, acquisitions and dispositions;
•any disruptions in the financial markets, which may impact our ability to access capital;
•our relationships with, and the financial stability of, our lenders and lessors;
•business interruptions at a dealership location or substantial property loss due to actual or threatened adverse weather conditions or natural disasters, such as hurricanes, earthquakes, tornadoes, floods, hailstorms, fires or other extraordinary events;
•our ability to execute our initiatives and other strategies; and
•our ability to leverage scale and cost structure to improve operating efficiencies across our dealership portfolio.
Many of these factors are beyond our ability to control or predict, and their ultimate impact could be material. Moreover, the factors set forth under "Item 1A. Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2025 and "Part I, Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations" above and other cautionary statements made in this report should be read and considered as forward-looking statements subject to such uncertainties. We urge you to carefully consider those factors.
Forward-looking statements speak only as of the date of this report. We expressly disclaim any obligation to update any forward-looking statements contained herein.
OVERVIEW
We are one of the largest automotive retailers in the United States. As of September 30, 2026, through our Dealerships segment, we owned and operated 197 new vehicle franchises (155 dealership locations), representing 34 brands of automobiles, within 14 states. We also operated 37 collision centers and TCA, our F&I product provider. Our stores offer an extensive range of automotive products and services, including new and used vehicles; parts and service, which include repair and maintenance services, replacement parts and collision repair service; and finance and insurance products. The finance and insurance products
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are provided by both TCA and independent third parties. The F&I products offered by TCA are sold through affiliated dealerships. For the nine months ended September 30, 2026, our new vehicle revenue brand mix consisted of 41% imports, 33% luxury and 26% domestic brands. The Company manages its operations in two reportable segments: Dealerships and TCA.
Our Dealerships segment revenues are derived primarily from: (i) the sale of new vehicles; (ii) the sale of used vehicles to individual retail customers ("used retail") and to other dealers at auction ("wholesale") (the terms "used retail" and "wholesale" are collectively referred to as "used"); (iii) repair and maintenance services, collision repair, the sale of automotive replacement parts, and the reconditioning of used vehicles (collectively referred to as "parts and service"); and (iv) the arrangement of third-party vehicle financing and the sale of a number of vehicle protection products. F&I products are offered by dealerships to customers in connection with the purchase of vehicles through either TCA or independent third parties. We evaluate the results of our new and used vehicle sales based on unit volumes and gross profit per vehicle sold, our parts and service operations based on aggregate gross profit, and our F&I business based on F&I gross profit per vehicle sold. Amounts presented have been calculated using non-rounded amounts for all periods presented and therefore certain amounts may not compute.
Our continued organic growth is dependent upon the execution of our balanced automotive retailing and service business strategy, the continued strength of our brand mix and the production and allocation of desirable vehicles from the automobile manufacturers whose brands we sell. Our vehicle sales have historically fluctuated with product availability as well as local and national economic conditions, including consumer confidence, availability of consumer credit, fuel prices and employment levels.
In addition, our ability to sell certain new and used vehicles can be negatively impacted by a number of factors, some of which are outside of our control. Certain manufacturers continue to be hampered by the lack of availability of parts and key components from suppliers which have impacted new vehicle inventory levels and availability of certain parts. We cannot predict with any certainty how long the automotive retail industry will continue to be subject to these production slowdowns or when normalized production will resume at these manufacturers.
Macroeconomic and geopolitical considerations
The demand and availability for and pricing of our products and services may be adversely impacted by economic conditions and financial developments, including increasing interest rates, rising inflation, high energy prices, a potential recessionary environment and other factors. The automotive retail industry is influenced by general economic conditions, particularly consumer confidence and consumer spending, interest rates, fuel prices, exchange rates, technology and business model changes, supply conditions, consumer transportation preferences, credit availability, and the unemployment rate. Consumer spending can be materially and adversely impacted by periods of economic uncertainty or by consumer concern regarding manufacturer viability. In addition, local economic, competitive and other conditions affect the performance of our dealerships. Our results of operations depend substantially on general economic conditions and consumer spending in those regions where we maintain operations.
During 2026, conflicts between the United States and Iran and between Ukraine and Russia have contributed to volatility in energy markets and higher fuel prices. Elevated fuel prices may influence the types of vehicles consumers choose to purchase, including demand for larger, less fuel-efficient vehicles relative to smaller, hybrid or electric vehicles, and may affect the mix of vehicles we sell and the related gross profit. Changes in federal incentives and emissions regulations may also affect manufacturers’ production and allocation of electric and hybrid vehicles. We cannot predict the duration of these conditions.
Tariffs and trade risks
A significant portion of our business involves the sale of vehicles, parts, or vehicles composed of, or maintenance and repair services including, parts that are manufactured outside the U.S. Changes or increases in tariffs, trade restrictions, fluctuations in foreign currency exchange rates, the negotiation of new trade agreements, non-tariff trade barriers, local content requirements, uncertainty surrounding global trade policies, and the imposition of new or retaliatory tariffs against certain countries or covering certain products, including vehicles and parts, may affect our competitive position and impair our ability to sell and service vehicles and parts, and may have a material adverse effect on our results of operations.
We are unable to predict the ultimate outcome or effectiveness of any current or future tariff policies. Should the federal government impose further tariffs under other statutory regimes or legal theories, and such tariffs increase and be sustained, our inventory acquisition and carrying costs, and the production costs for many of our manufacturer, distributor and supplier partners, may be increased, which costs may be passed on to us and consumers through higher prices for many new vehicles and certain parts we sell. These increased prices may adversely affect our new vehicle sales and related finance and insurance sales and may adversely impact demand for such vehicles and parts, and could materially and adversely affect the results of our operations.
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CONSOLIDATED RESULTS OF OPERATIONS
The Company's operating results for the three and nine months ended September 30, 2026 include the results of the Herb Chambers Businesses acquired on July 21, 2025. Accordingly, the nine months ended September 30, 2026 include increases in revenue and gross profit related to the Herb Chambers Businesses, which are offset by declines in revenues and gross profits due to several dealership divestitures in the second through fourth quarters of 2025 and February 2026. The three months ended September 30, 2026 reflect declines in revenue and gross profit related to the aforementioned dealership divestitures.
We assess the organic growth of our revenue and gross profit on a same store basis. We believe that our assessment on a same store basis represents an important indicator of comparative financial performance and provides relevant information to assess our performance. As such, for the following discussion, same store amounts consist of information from dealerships for identical months in each comparative period, commencing with the first full month we owned the dealership. Additionally, amounts related to divested dealerships are excluded from each comparative period.
Three Months Ended September 30, 2026 Compared to the Three Months Ended September 30, 2025
For the Three Months Ended September 30,Increase
(Decrease)		%
Change
20262025
(Dollars in millions, except per share data)
REVENUE:
New vehicle$2,293.0 $2,528.9 $(235.9)(9)%
Used vehicle1,294.2 1,412.2 (118.1)(8)%
Parts and service644.0 659.4 (15.4)(2)%
Finance and insurance, net182.5 200.3 (17.8)(9)%
TOTAL REVENUE4,413.6 4,800.9 (387.2)(8)%
GROSS PROFIT:
New vehicle129.0 161.0 (32.0)(20)%
Used vehicle61.2 65.3 (4.1)(6)%
Parts and service371.0 389.1 (18.2)(5)%
Finance and insurance170.4 187.1 (16.7)(9)%
TOTAL GROSS PROFIT731.5 802.5 (71.0)(9)%
OPERATING EXPENSES:
Selling, general and administrative
501.2 527.1 (25.9)(5)%
Depreciation and amortization23.7 21.2 2.5 12 %
Asset impairments— 11.7 (11.7)NM
INCOME FROM OPERATIONS206.6 242.6 (35.9)(15)%
OTHER EXPENSES (INCOME):
Floor plan interest expense20.5 26.7 (6.2)(23)%
Other interest expense, net47.6 51.3 (3.7)(7)%
Gain on dealership divestitures, net(0.7)(35.7)35.1 NM
Total other expenses, net67.5 42.3 25.2 60 %
INCOME BEFORE INCOME TAXES139.1 200.2 (61.1)(31)%
Income tax expense34.0 53.1 (19.2)(36)%
NET INCOME$105.1 $147.1 $(42.0)(29)%
Net income per common share—Diluted$5.84 $7.52 $(1.68)(22)%
______________________________
NM—Not Meaningful
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For the Three Months Ended September 30,
20262025
REVENUE MIX PERCENTAGES:
New vehicle52.0 %52.7 %
Used vehicle retail26.1 %25.6 %
Used vehicle wholesale3.2 %3.9 %
Parts and service14.6 %13.7 %
Finance and insurance, net4.1 %4.2 %
Total revenue100.0 %100.0 %
GROSS PROFIT MIX PERCENTAGES:
New vehicle17.6 %20.1 %
Used vehicle retail8.5 %7.7 %
Used vehicle wholesale(0.1)%0.5 %
Parts and service50.7 %48.5 %
Finance and insurance23.3 %23.3 %
Total gross profit100.0 %100.0 %
GROSS PROFIT MARGIN16.6 %16.7 %
SG&A EXPENSE AS A PERCENTAGE OF GROSS PROFIT68.5 %65.7 %
Total revenue for the three months ended September 30, 2026 decreased by $387.2 million (8%) compared to the three months ended September 30, 2025, due to a $235.9 million (9%) decrease in new vehicle revenue, a $118.1 million (8%) decrease in used vehicle revenue, a $17.8 million (9%) decrease in F&I, net revenue, and a $15.4 million (2%) decrease in parts and service revenue. During the three months ended September 30, 2026, gross profit decreased by $71.0 million (9%) driven by a $32.0 million (20%) decrease in new vehicle gross profit, an $18.2 million (5%) decrease in parts and service gross profit, a $16.7 million (9%) decrease in F&I gross profit, and a $4.1 million (6%) decrease in used vehicle gross profit.
Income from operations during the three months ended September 30, 2026 decreased by $35.9 million (15%) compared to the three months ended September 30, 2025, due to a $71.0 million (9%) decrease in gross profit and a $2.5 million (12%) increase in depreciation and amortization expense, partially offset by a $25.9 million (5%) decrease in selling, general and administrative expenses and an $11.7 million decrease in asset impairment expense.
Total other expenses, net increased by $25.2 million (60%) during the three months ended September 30, 2026 as compared to the three months ended September 30, 2025, as a result of a $35.1 million decrease in gain on dealership divestitures, net, offset by a $6.2 million (23%) decrease in floor plan interest expense and a $3.7 million (7%) decrease in other interest expense, net. Income before income taxes decreased $61.1 million (31%) to $139.1 million for the three months ended September 30, 2026 as compared to the three months ended September 30, 2025. Overall, net income decreased by $42.0 million (29%) during the three months ended September 30, 2026 as compared to the three months ended September 30, 2025.
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New Vehicle—
For the Three Months Ended September 30,Increase (Decrease)%
Change
20262025
(Dollars in millions, except for per vehicle data)
As Reported:
Revenue:
Luxury$733.1 $814.4 $(81.3)(10)%
Import955.2 1,034.6 (79.4)(8)%
Domestic604.7 679.9 (75.2)(11)%
Total new vehicle revenue$2,293.0 $2,528.9 $(235.9)(9)%
Gross profit:
Luxury$59.4 $70.6 $(11.2)(16)%
Import47.3 57.9 (10.6)(18)%
Domestic22.3 32.5 (10.2)(31)%
Total new vehicle gross profit$129.0 $161.0 $(32.0)(20)%
New vehicle units:
Luxury9,944 10,918 (974)(9)%
Import23,336 25,080 (1,744)(7)%
Domestic10,456 12,072 (1,616)(13)%
Total new vehicle units43,736 48,070 (4,334)(9)%
Same Store:
Revenue:
Luxury$674.0 $719.6 $(45.6)(6)%
Import923.4 1,003.9 (80.5)(8)%
Domestic585.1 654.3 (69.2)(11)%
Total new vehicle revenue$2,182.6 $2,377.9 $(195.3)(8)%
Gross profit:
Luxury$54.7 $63.3 $(8.6)(14)%
Import45.3 56.1 (10.8)(19)%
Domestic21.3 31.6 (10.3)(32)%
Total new vehicle gross profit$121.3 $151.0 $(29.7)(20)%
New vehicle units:
Luxury9,173 9,749 (576)(6)%
Import22,552 24,335 (1,783)(7)%
Domestic10,100 11,601 (1,501)(13)%
Total new vehicle units41,825 45,685 (3,860)(8)%

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New Vehicle Metrics—
For the Three Months Ended September 30,Increase (Decrease)%
Change
20262025
As Reported:
Revenue per new vehicle sold$52,427 $52,609 $(181)NM
Gross profit per new vehicle sold$2,949 $3,350 $(401)(12)%
New vehicle gross margin5.6 %6.4 %(0.7)%
Luxury:
Gross profit per new vehicle sold$5,974 $6,471 $(497)(8)%
New vehicle gross margin8.1 %8.7 %(0.6)%
Import:
Gross profit per new vehicle sold$2,028 $2,308 $(280)(12)%
New vehicle gross margin5.0 %5.6 %(0.6)%
Domestic:
Gross profit per new vehicle sold$2,129 $2,692 $(563)(21)%
New vehicle gross margin3.7 %4.8 %(1.1)%
Same Store:
Revenue per new vehicle sold$52,183 $52,049 $134 NM
Gross profit per new vehicle sold$2,901 $3,305 $(404)(12)%
New vehicle gross margin5.6 %6.4 %(0.8)%
Luxury:
Gross profit per new vehicle sold$5,962 $6,491 $(530)(8)%
New vehicle gross margin8.1 %8.8 %(0.7)%
Import:
Gross profit per new vehicle sold$2,009 $2,305 $(296)(13)%
New vehicle gross margin4.9 %5.6 %(0.7)%
Domestic:
Gross profit per new vehicle sold$2,113 $2,725 $(612)(22)%
New vehicle gross margin3.6 %4.8 %(1.2)%
For the three months ended September 30, 2026, new vehicle revenue decreased by $235.9 million (9%) due to a decrease in new vehicle units sold of 4,334 (9%) and a $181 decrease in revenue per new vehicle sold as compared to the three months ended September 30, 2025. Same store new vehicle revenue decreased by $195.3 million (8%) due to a decrease in new vehicle units sold of 3,860 (8%) and a $134 increase in revenue per new vehicle sold as compared to the three months ended September 30, 2025.
For the three months ended September 30, 2026, new vehicle gross profit and same store new vehicle gross profit decreased by $32.0 million (20%) and $29.7 million (20%), respectively. Same store new vehicle gross margin for the three months ended September 30, 2026 decreased 79 basis points to 5.6%. A 74 basis point decrease was seen in new vehicle gross profit margins, as reported. The decrease in our new vehicle gross profit margin was primarily attributable to the continued softening of the historically high new vehicle margins seen in recent years, combined with affordability constraints which have also served to compress margins.
The seasonally adjusted annual rate ("SAAR") for new vehicle sales in the U.S. during the three months ended September 30, 2026 was approximately 16.4 million which decreased as compared to approximately 16.6 million during the three months ended September 30, 2025. New vehicle sales decreased during the three months ended September 30, 2026 due to challenging economic conditions, including higher gas prices and lower EV unit sales during the three months ended September 30, 2026 as compared to the prior year which saw a surge in EV unit sales due to federal tax incentives expiring on September 30, 2025. We also continue to be impacted by the significant variation in new vehicle days supply among brands and models.
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Used Vehicle— 
For the Three Months Ended September 30,Increase (Decrease)%
Change
20262025
(Dollars in millions, except for per vehicle data)
As Reported:
Revenue:
Used vehicle retail revenue$1,153.8 $1,226.8 $(72.9)(6)%
Used vehicle wholesale revenue140.3 185.5 (45.2)(24)%
Used vehicle revenue$1,294.2 $1,412.2 $(118.1)(8)%
Gross profit:
Used vehicle retail gross profit$61.8 $61.5 $0.4 1 %
Used vehicle wholesale gross profit(0.6)3.8 (4.4)NM
Used vehicle gross profit$61.2 $65.3 $(4.1)(6)%
Used vehicle retail units:
Used vehicle retail units34,586 37,696 (3,110)(8)%
Same Store:
Revenue:
Used vehicle retail revenue$1,094.8 $1,131.1 $(36.3)(3)%
Used vehicle wholesale revenue132.7 179.5 (46.9)(26)%
Used vehicle revenue$1,227.5 $1,310.6 $(83.1)(6)%
Gross profit:
Used vehicle retail gross profit$58.7 $56.8 $1.9 3 %
Used vehicle wholesale gross profit(0.5)4.1 (4.6)NM
Used vehicle gross profit$58.2 $60.9 $(2.7)(4)%
Used vehicle retail units:
Used vehicle retail units33,013 35,071 (2,058)(6)%
Used Vehicle Metrics—
For the Three Months Ended September 30,Increase (Decrease)%
Change
20262025
As Reported:
Revenue per used vehicle retailed$33,362$32,543$818 3 %
Gross profit per used vehicle retailed$1,788$1,631$157 10 %
Used vehicle retail gross margin5.4 %5.0 %0.3 %
Same Store:
Revenue per used vehicle retailed$33,162$32,251$911 3 %
Gross profit per used vehicle retailed$1,777$1,619$158 10 %
Used vehicle retail gross margin5.4 %5.0 %0.3 %
For the three months ended September 30, 2026, used vehicle revenue decreased by $118.1 million (8%) compared to the same period of the prior year, due to a $72.9 million (6%) decrease in used vehicle retail revenue and a $45.2 million (24%) decrease in used vehicle wholesale revenue. Same store used vehicle revenue decreased by $83.1 million (6%), due to a $46.9 million (26%) decrease in used vehicle wholesale revenue and a $36.3 million (3%) decrease in used vehicle retail revenue. Total used vehicle retail unit sales decreased by 8% on an all store basis and by 6% on a same store basis during the three months ended September 30, 2026 as compared to the three months ended September 30, 2025. While revenue per used vehicle retailed increased on both an all store and same store basis by 3% and 3%, respectively, the decrease in unit volumes on both an all store and same store basis negatively impacted used vehicle revenue for the three months ended September 30, 2026 as
36
compared to the three months ended September 30, 2025. Used vehicle revenue per vehicle sold increased due to the continued tight inventory levels heightened by consumers moving to the used vehicle market due to higher new vehicle prices. Used vehicle unit volumes continued to be negatively impacted by the lack of inventory availability, especially in vehicles with lower mileage.
For the three months ended September 30, 2026, both the total company and same store used vehicle retail gross profit margin increased by 35 basis points and 34 basis points, respectively, as compared to the three months ended September 30, 2025. The used vehicle retail gross margin increased from 5.0% to 5.4% on an all store basis and increased from 5.0% to 5.4% on a same store basis. Used vehicle retail gross profit increased $0.4 million (1%) for the three months ended September 30, 2026 as compared to the three months ended September 30, 2025 and increased $1.9 million (3%) on a same store basis for the same period. On a total company and same store basis, our gross profit per used vehicle retailed increased by $157 (10%) and $158 (10%), respectively, when compared to the prior year period. We attribute the increases in used vehicle retail gross profit margins to our continued strong execution around sourcing and disciplined focus on profitability.
Parts and Service—
For the Three Months Ended September 30,Increase
(Decrease)		%
Change
20262025
(Dollars in millions)
As Reported:
Parts and service revenue$644.0$659.4$(15.4)(2)%
Parts and service gross profit:
Customer pay$202.0$207.0$(5.0)(2)%
Warranty58.960.0(1.1)(2)%
Collision28.831.4(2.6)(8)%
Wholesale parts18.820.5(1.7)(8)%
Parts and service gross profit, excluding reconditioning and preparation$308.4$318.8$(10.4)(3)%
Parts and service gross margin, excluding reconditioning and preparation47.9%48.3%(0.5)%
Reconditioning and preparation *$62.5$70.3$(7.8)(11)%
Total parts and service gross profit$371.0$389.1$(18.2)(5)%
Total parts and service gross margin57.6%59.0%(1.4)%
Same Store:
Parts and service revenue$612.8$608.4$4.41 %
Parts and service gross profit:
Customer pay$191.3$190.9$0.4NM
Warranty54.955.6(0.7)(1)%
Collision28.229.4(1.2)(4)%
Wholesale parts18.318.8(0.6)(3)%
Parts and service gross profit, excluding reconditioning and preparation$292.7$294.8$(2.1)(1)%
Parts and service gross margin, excluding reconditioning and preparation47.8%48.5%(0.7)%
Reconditioning and preparation *$59.9$66.3$(6.3)(10)%
Total parts and service gross profit$352.6$361.0$(8.5)(2)%
Total parts and service gross margin57.5%59.3%(1.8)%
* Reconditioning and preparation represents the gross profit earned by our parts and service departments for internal work performed and is included as a reduction of Parts and Service Cost of Sales in the accompanying Condensed Consolidated Statements of Income upon the sale of the vehicle.
The $15.4 million (2%) decrease in parts and service revenue was due to a $4.6 million (7%) decrease in collision revenue, a $4.4 million (4%) decrease in warranty revenue, a $3.2 million (3%) decrease in wholesale parts revenue, and a $3.2 million (1%) decrease in customer pay revenue. Same store parts and service revenue increased by $4.4 million (1%) to $612.8 million during the three months ended September 30, 2026 from $608.4 million during the three months ended September 30, 2025.
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The increase in same store parts and service revenue was primarily due to a $6.6 million (2%) increase in customer pay revenue and a $2.3 million (2%) increase in wholesale parts revenue, partially offset by a $3.2 million (3%) decrease in warranty revenue and a $1.3 million (2%) decrease in collision revenue. The average age of vehicles continues to grow in 2026 reaching a historically high 13.0 years. Consumers are retaining vehicles for longer periods of time due to various factors, including the higher cost of vehicles, higher interest rates, as well as the vehicle inventory constraints experienced in the automotive industry in recent years.
For the three months ended September 30, 2026, total parts and service gross profit decreased by $18.2 million (5%) to $371.0 million and same store total parts and service gross profit decreased by $8.5 million (2%) to $352.6 million when compared to the same period of the prior year. The all store decrease in gross profit is primarily due to a reduction in internal work driven by lower used vehicle unit sales and store divestitures which occurred late 2026 and in the first half of 2026. The same store decrease is primarily due to a decrease in internal work as a result of a reduction in same store used vehicle sales volumes during the three months ended September 30, 2026 as compared to the three months ended September 30, 2025.
Finance and Insurance, net— 
For the Three Months Ended September 30,Increase
(Decrease)		%
Change
20262025
(Dollars in millions, except for per vehicle data)
As Reported:
Finance and insurance, net revenue
$182.5 $200.3 $(17.8)(9)%
Finance and insurance, net gross profit
$170.4 $187.1 $(16.7)(9)%
Finance and insurance, net per vehicle sold$2,176 $2,182 $(6)NM
Same Store:
Finance and insurance, net revenue
$175.1 $190.6 $(15.6)(8)%
Finance and insurance, net gross profit
$163.0 $177.4 $(14.4)(8)%
Finance and insurance, net per vehicle sold$2,177 $2,196 $(19)(1)%
F&I revenue, net decreased by $17.8 million (9%) during the three months ended September 30, 2026 when compared to the three months ended September 30, 2025, as a result of a $6 decrease in F&I per vehicle retailed and a 9% decrease in total retail units sold.
On a same store basis, F&I revenue, net decreased by $15.6 million (8%) during the three months ended September 30, 2026 when compared to the three months ended September 30, 2025, primarily due to a 7% decrease in total retail units sold, and a $19 (1%) decrease in F&I per vehicle retailed. F&I revenue, net was negatively impacted by the deferral of commission revenue on the sale of TCA products, which we continue to roll out to all of our stores, as compared to the immediate revenue recognition on the sale of third party F&I products. In addition, customers continue to look for ways to manage lower monthly payments in a high interest rate environment.
The financial results of the TCA segment, after dealership eliminations, are as follows:
For the Three Months Ended September 30,Increase
(Decrease)		%
Change
20262025
(Dollars in millions)
Finance and insurance, revenue$14.2 $23.7 $(9.4)(40)%
Finance and insurance, cost of sales$12.1 $13.2 $(1.1)(9)%
Finance and insurance, gross profit$2.1 $10.4 $(8.3)(80)%
TCA offers a variety of F&I products, such as extended vehicle service contracts, prepaid maintenance contracts, GAP, appearance protection contracts and lease wear-and-tear contracts. TCA's products are sold through our automobile dealerships.
Revenue generated by TCA is earned over the period of the related product contract. The method for recognizing revenue is assigned based on contract type and expected claim patterns. Premium revenues are supplemented with investment gains or losses and income earned associated with the performance of TCA's investment portfolio. During the three months ended September 30, 2026, TCA generated $14.2 million of revenue, after dealership eliminations, consisting primarily of earned
38
premiums and $5.6 million of investment income from the investment portfolio. F&I revenue decreased by $9.4 million (40%) for the three months ended September 30, 2026 as compared to the three months ended September 30, 2025 due to the continued roll-out of TCA products across Asbury dealerships resulting in the deferral of F&I revenue over the TCA contract term as opposed to the immediate recognition of revenue associated with third-party F&I product sales.
Direct expenses incurred for the acquisition of F&I contracts on which revenue has not yet been recognized have been deferred and are amortized over the related contract period. During the three months ended September 30, 2026, TCA recorded $12.1 million of cost of sales consisting primarily of claims expense. Commissions expense paid by TCA to our affiliated dealerships and reflected as F&I revenue in our Dealerships segment is eliminated in the TCA segment upon consolidation.
We completed the rollout to all of our dealerships in October 2026 by offering TCA products at our Herb Chambers Businesses.
Selling, General, and Administrative Expense—
For the Three Months Ended September 30,Increase
(Decrease)		% of Gross
Profit Increase (Decrease)
2026% of Gross
Profit		2025% of Gross
Profit
(Dollars in millions)
As Reported:
Personnel costs$306.3 41.9 %$334.9 41.7 %$(28.6)0.1 %
Rent and related expenses38.5 5.3 %39.6 4.9 %(1.1)0.3 %
Advertising19.8 2.7 %18.7 2.3 %1.1 0.4 %
Other136.6 18.7 %133.8 16.7 %2.7 2.0 %
Selling, general, and administrative expense$501.2 68.5 %$527.1 65.7 %$(25.9)2.8 %
Gross profit$731.5 $802.5 
Same Store:
Personnel costs$289.6 41.7 %$312.1 41.6 %$(22.5)0.1 %
Rent and related expenses35.4 5.1 %36.7 4.9 %(1.3)0.2 %
Advertising18.8 2.7 %16.4 2.2 %2.4 0.5 %
Other130.1 18.7 %120.2 16.0 %9.9 2.7 %
Selling, general, and administrative expense$474.0 68.2 %$485.4 64.7 %$(11.5)3.5 %
Gross profit$695.0 $750.3 

SG&A expense as a percentage of gross profit increased 284 basis points from 65.7% for the three months ended September 30, 2025 to 68.5% for the three months ended September 30, 2026. The increase in SG&A expense as a percentage of gross profit on a total company basis during the three months ended September 30, 2026 is the result of a decrease in gross profit for the three months ended September 30, 2026 as compared to the three months ended September 30, 2025, partially offset by a decrease in SG&A expense, itself driven by a decrease in personnel costs of $28.6 million.
On a same store basis, SG&A expense as a percentage of gross profit increased 349 basis points from 64.7% for the three months ended September 30, 2025 to 68.2% for the three months ended September 30, 2026. The increase in SG&A expense as a percentage of gross profit on a same store basis for the three months ended September 30, 2026 is the result of a decrease in gross profit, partially offset by a decrease in SG&A expense for the three months ended September 30, 2026 as compared to the three months ended September 30, 2025. On a same store basis, personnel costs decreased by $22.5 million (0.1%) for the three months ended September 30, 2026 as compared to the same period in the prior year due to a reduction in commissions payable on lower gross profits earned during the relevant periods. This was partially offset by an increase in other expense of $9.9 million (2.7%) on a same store basis primarily due to the Tekion implementation costs and duplicative DMS costs.
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Floor Plan Interest Expense—
Floor plan interest expense decreased by $6.2 million (23%) to $20.5 million during the three months ended September 30, 2026 as compared to $26.7 million for the three months ended September 30, 2025, as a result of lower interest rates in 2025 and lower floor plan balances in 2026 due to store divestitures in late 2025 and the first half of 2026.
Other Interest Expense—
Other interest expense decreased $3.7 million (7%) from $51.3 million during the three months ended September 30, 2025 to $47.6 million during the three months ended September 30, 2026. This decrease was primarily due to a $0.9 million decrease in our mortgage facilities interest expense and a decrease of $1.4 million of credit facility interest expense as a result of lower interest rates incurred during the three months ended September 30, 2026 as compared to the same period in the prior year. Our mortgage loan balances were also lower during the three months ended September 30, 2026 as compared to the three months ended September 30, 2025 primarily due to mortgage payoffs related to divested stores.
Gain on Dealership Divestitures, Net—
During the three months ended September 30, 2026, we sold five franchises (two dealership locations) for an aggregate purchase price of approximately $34.3 million. The Company recorded a pre-tax gain totaling $0.7 million, which is presented in our accompanying condensed consolidated statements of income as a gain on dealership divestitures, net. During the three months ended September 30, 2025, we sold eight franchises (four dealership locations) for an aggregate purchase price of approximately $230.6 million. The Company recorded a pre-tax gain totaling $35.7 million, which is presented in our accompanying condensed consolidated statements of income as a gain on dealership divestitures, net.
Income Tax Expense—
The $19.2 million (36%) decrease in income tax expense was primarily the result of a $61.1 million (31%) decrease in income before income taxes, a benefit for interest income relating to tax overpayments, and a reduction to the unfavorable effects of the permanent executive compensation tax adjustment. Our effective tax rate for the three months ended September 30, 2026 was 24.4% compared to 26.5% in the prior year comparative period, which differed from the U.S. statutory rate primarily due to the favorable effects of amended state income tax returns and the aforementioned interest income benefit offset by the unfavorable effects of the shortfall component of equity compensation, which are discrete items, and the unfavorable effects of various permanent tax adjustments such as executive compensation. We estimate our effective tax rate for the year ended December 31, 2026 to be approximately 24.8%. This estimated effective tax rate includes the effects of the tax benefits related to the purchase of transferable tax credits.
40
Nine Months Ended September 30, 2026 Compared to the Nine Months Ended September 30, 2025
For the Nine Months Ended September 30,Increase
(Decrease)		%
Change
20262025
(Dollars in millions, except per share data)
REVENUE:
New vehicle$6,724.0 $6,970.9 $(246.9)(4)%
Used vehicle3,736.5 3,933.8 (197.3)(5)%
Parts and service1,905.4 1,848.5 56.9 3 %
Finance and insurance, net545.4 569.3 (23.9)(4)%
TOTAL REVENUE12,911.3 13,322.5 (411.2)(3)%
GROSS PROFIT:
New vehicle395.7 464.1 (68.4)(15)%
Used vehicle196.8 198.8 (1.9)(1)%
Parts and service1,110.3 1,086.6 23.7 2 %
Finance and insurance508.7 529.2 (20.5)(4)%
TOTAL GROSS PROFIT2,211.5 2,278.6 (67.1)(3)%
OPERATING EXPENSES:
Selling, general, and administrative1,518.0 1,458.9 59.1 4 %
Depreciation and amortization69.3 59.4 9.9 17 %
Asset impairments4.2 26.0 (21.8)NM
INCOME FROM OPERATIONS620.0 734.3 (114.3)(16)%
OTHER EXPENSES (INCOME):
Floor plan interest expense63.2 65.6 (2.3)(4)%
Other interest expense, net142.2 135.0 7.2 5 %
Gain on dealership divestitures, net(126.4)(45.8)(80.7)NM
Total other expenses, net79.0 154.8 (75.9)(49)%
INCOME BEFORE INCOME TAXES541.0 579.5 (38.4)(7)%
Income tax expense133.5 147.5 (14.0)(10)%
NET INCOME$407.6 $432.0 $(24.4)(6)%
Net income per share—Diluted$22.10 $21.99 $0.12 1 %
______________________________
NM—Not Meaningful
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For the Nine Months Ended September 30,
20262025
REVENUE MIX PERCENTAGES:
New vehicle52.1 %52.3 %
Used vehicle retail25.6 %25.8 %
Used vehicle wholesale3.3 %3.7 %
Parts and service14.8 %13.9 %
Finance and insurance, net4.2 %4.3 %
Total revenue100.0 %100.0 %
GROSS PROFIT MIX PERCENTAGES:
New vehicle17.9 %20.4 %
Used vehicle retail8.6 %7.9 %
Used vehicle wholesale0.3 %0.8 %
Parts and service50.2 %47.7 %
Finance and insurance, net23.0 %23.2 %
Total gross profit100.0 %100.0 %
GROSS PROFIT MARGIN17.1 %17.1 %
SG&A EXPENSE AS A PERCENTAGE OF GROSS PROFIT68.6 %64.0 %
Total revenue for the nine months ended September 30, 2026 decreased by $411.2 million (3%) compared to the nine months ended September 30, 2025, due to a $246.9 million (4%) decrease in new vehicle revenue, a $197.3 million (5%) decrease in used vehicle revenue, and a $23.9 million (4%) decrease in F&I, net revenue, offset by a $56.9 million (3%) increase in parts and service revenue. During the nine months ended September 30, 2026, gross profit decreased by $67.1 million (3%), driven by a $68.4 million (15%) decrease in new vehicle gross profit, a $20.5 million (4%) decrease in F&I gross profit, and a $1.9 million (1%) decrease in used vehicle gross profit, offset by a $23.7 million (2%) increase in parts and service gross profit.
Income from operations during the nine months ended September 30, 2026 decreased by $114.3 million (16%) compared to the nine months ended September 30, 2025, primarily due to a $67.1 million (3%) decrease in gross profit, a $59.1 million (4%) increase in selling, general and administrative expenses, and a $9.9 million (17%) increase in depreciation and amortization expense, partially offset by a $21.8 million decrease in asset impairment expense.
Total other expenses, net decreased by $75.9 million (49%) during the nine months ended September 30, 2026 as compared to the nine months ended September 30, 2025, primarily as a result of an $80.7 million increase in gain on dealership divestitures, net and a $2.3 million (4%) decrease in floor plan interest expense, offset by a $7.2 million (5%) increase in other interest expense, net. Income before income taxes decreased by $38.4 million (7%) to $541.0 million for the nine months ended September 30, 2026 as compared to the nine months ended September 30, 2025. Overall, net income decreased by $24.4 million (6%) during the nine months ended September 30, 2026 as compared to the nine months ended September 30, 2025.








42
New Vehicle—
For the Nine Months Ended September 30,Increase
(Decrease)		%
Change
20262025
(Dollars in millions, except for per vehicle data)
As Reported:
Revenue:
Luxury$2,209.5 $2,141.2 $68.3 3 %
Import2,776.8 2,830.7 (53.8)(2)%
Domestic1,737.7 1,999.0 (261.4)(13)%
Total new vehicle revenue$6,724.0 $6,970.9 $(246.9)(4)%
Gross profit:
Luxury$186.5 $197.6 $(11.1)(6)%
Import138.6 167.2 (28.6)(17)%
Domestic70.6 99.4 (28.8)(29)%
Total new vehicle gross profit$395.7 $464.1 $(68.4)(15)%
New vehicle units:
Luxury29,269 28,930 339 1 %
Import67,884 69,661 (1,777)(3)%
Domestic30,110 35,412 (5,302)(15)%
Total new vehicle units127,263 134,003 (6,740)(5)%
Same Store:
Revenue:
Luxury$1,747.0 $1,874.0 $(127.1)(7)%
Import2,586.4 2,717.4 (131.0)(5)%
Domestic1,629.0 1,886.1 (257.1)(14)%
Total new vehicle revenue$5,962.3 $6,477.5 $(515.2)(8)%
Gross profit:
Luxury$149.2 $175.0 $(25.7)(15)%
Import125.7 160.7 (35.0)(22)%
Domestic63.9 94.5 (30.5)(32)%
Total new vehicle gross profit$338.8 $430.1 $(91.3)(21)%
New vehicle units:
Luxury23,558 25,552 (1,994)(8)%
Import63,155 66,942 (3,787)(6)%
Domestic28,272 33,384 (5,112)(15)%
Total new vehicle units114,985 125,878 (10,893)(9)%
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New Vehicle Metrics—
For the Nine Months Ended September 30,Increase (Decrease)%
Change
20262025
As Reported:
Revenue per new vehicle sold$52,835$52,020$8152 %
Gross profit per new vehicle sold$3,109$3,463$(354)(10)%
New vehicle gross margin5.9%6.7%(0.8)%
Luxury:
Gross profit per new vehicle sold$6,371$6,829$(458)(7)%
New vehicle gross margin8.4%9.2%(0.8)%
Import:
Gross profit per new vehicle sold$2,042$2,400$(358)(15)%
New vehicle gross margin5.0%5.9%(0.9)%
Domestic:
Gross profit per new vehicle sold$2,344$2,806$(461)(16)%
New vehicle gross margin4.1%5.0%(0.9)%
Same Store:
Revenue per new vehicle sold$51,853$51,458$3951 %
Gross profit per new vehicle sold$2,947$3,417$(470)(14)%
New vehicle gross margin5.7%6.6%(1.0)%
Luxury:
Gross profit per new vehicle sold$6,335$6,848$(513)(7)%
New vehicle gross margin8.5%9.3%(0.8)%
Import:
Gross profit per new vehicle sold$1,990$2,400$(410)(17)%
New vehicle gross margin4.9%5.9%(1.1)%
Domestic:
Gross profit per new vehicle sold$2,261$2,830$(569)(20)%
New vehicle gross margin3.9%5.0%(1.1)%
For the nine months ended September 30, 2026, new vehicle revenue decreased by $246.9 million (4%) due to a decrease in new vehicle units sold of 6,740 (5%), partially offset by a $815 (2%) increase in revenue per new vehicle sold as compared to the nine months ended September 30, 2025. Same store new vehicle revenue decreased by $515.2 million (8%), driven by a decrease in new vehicles sold of 10,893 (9%), partially offset by a $395 (1%) increase in revenue per new vehicle sold as compared to the nine months ended September 30, 2025.
For the nine months ended September 30, 2026, new vehicle gross profit and same store new vehicle gross profit decreased by $68.4 million (15%) and $91.3 million (21%), respectively. Same store new vehicle gross margin for the nine months ended September 30, 2026 decreased 96 basis points to 5.7%. A 77 basis point decrease was seen in new vehicle gross profit margins, as reported. The decrease in our new vehicle gross profit margin was primarily attributable to the softening of historically high new vehicle margins seen in recent years, combined with affordability constraints which have also served to compress margins.
The seasonally adjusted annual rate ("SAAR") for new vehicle sales in the U.S. during the nine months ended September 30, 2026 was approximately 16.1 million which decreased as compared to approximately 16.4 million during the nine months ended September 30, 2025. The decrease in SAAR period over period was due to higher consumer demand for new vehicles driven by automobile tariff uncertainty in the first and second quarter of 2025 that did not recur in 2026. We also continue to be impacted by the significant variation in new vehicle days supply among brands and models.
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Used Vehicle— 
For the Nine Months Ended September 30,Increase (Decrease)%
Change
20262025
(Dollars in millions, except for per vehicle data)
As Reported:
Revenue:
Used vehicle retail revenue$3,307.4 $3,435.1 $(127.6)(4)%
Used vehicle wholesale revenue429.0 498.7 (69.7)(14)%
Used vehicle revenue$3,736.5 $3,933.8 $(197.3)(5)%
Gross profit:
Used vehicle retail gross profit$189.4 $180.0 $9.5 5 %
Used vehicle wholesale gross profit7.4 18.8 (11.4)(60)%
Used vehicle gross profit$196.8 $198.8 $(1.9)(1)%
Used vehicle retail units:
Used vehicle retail units100,886 109,344 (8,458)(8)%
Same Store:
Revenue:
Used vehicle retail revenue$2,906.0 $3,151.2 $(245.1)(8)%
Used vehicle wholesale revenue376.4 477.7 (101.3)(21)%
Used vehicle revenue$3,282.4 $3,628.9 $(346.5)(10)%
Gross profit:
Used vehicle retail gross profit$166.4 $167.8 $(1.3)(1)%
Used vehicle wholesale gross profit6.1 19.1 (13.1)(68)%
Used vehicle gross profit$172.5 $186.9 $(14.4)(8)%
Used vehicle retail units:
Used vehicle retail units90,417 100,855 (10,438)(10)%

Used Vehicle Metrics—
For the Nine Months Ended September 30,Increase (Decrease)%
Change
20262025
As Reported:
Revenue per used vehicle retailed$32,784$31,415$1,369 4 %
Gross profit per used vehicle retailed$1,878$1,646$232 14 %
Used vehicle retail gross margin5.7 %5.2 %0.5 %
Same Store:
Revenue per used vehicle retailed$32,140$31,244$896 3 %
Gross profit per used vehicle retailed$1,841$1,663$178 11 %
Used vehicle retail gross margin5.7 %5.3 %0.4 %
For the nine months ended September 30, 2026, used vehicle revenue decreased by $197.3 million (5%) compared to the same period of the prior year, due to a $127.6 million (4%) decrease in used vehicle retail revenue and a $69.7 million (14%) decrease in used vehicle wholesale revenue. Same store used vehicle revenue decreased by $346.5 million (10%) due to a $245.1 million (8%) decrease in used vehicle retail revenue and a $101.3 million (21%) decrease in used vehicle wholesale revenue. Total used vehicle retail unit sales decreased by 8% on an all store basis and by 10% on a same store basis during the nine months ended September 30, 2026 as compared to the nine months ended September 30, 2025. While revenue per used vehicle retailed increased on both an all store and same store basis by 4% and 3%, respectively, the decrease in unit volumes on both an all store and same store basis negatively impacted used vehicle revenue for the nine months ended September 30, 2026 as compared to the nine months ended September 30, 2025. Used vehicle revenue per vehicle sold increased due to the
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continued tight inventory levels heightened by consumers moving to the used vehicle market due to higher new vehicle prices. Used vehicle unit volumes were negatively impacted by lower new vehicle unit sales which reduced trade-ins, our primary source of used vehicle inventory, and the continued lack of inventory availability, especially in vehicles with lower mileage.
For the nine months ended September 30, 2026, the total company and same store used vehicle retail gross profit margin increased by 49 basis points and 40 basis points, respectively, as compared to the nine months ended September 30, 2025. The used vehicle retail gross margin increased from 5.2% to 5.7% on an all store basis and increased from 5.3% to 5.7% on a same store basis. Used vehicle retail gross profit increased $9.5 million (5%) for the nine months ended September 30, 2026 as compared to the nine months ended September 30, 2025 and decreased $1.3 million (1%) on a same store basis for the same period. On a total company and same store basis, our gross profit per used vehicle retailed increased $232 (14%) and $178 (11%), respectively, when compared to the prior year period. This was primarily driven by increases in used vehicle market prices due to the tight used vehicle inventory market. We attribute the increases in used vehicle gross profit margins to strong execution around sourcing and disciplined focus on profitability.
Parts and Service—
For the Nine Months Ended September 30,Increase
(Decrease)		%
Change
20262025
(Dollars in millions)
As Reported:
Parts and service revenue$1,905.4$1,848.5$56.9 3 %
Parts and service gross profit:
Customer pay$599.9$576.0$23.9 4 %
Warranty179.3162.716.6 10 %
Collision89.793.9(4.2)(4)%
Wholesale parts56.557.9(1.4)(2)%
Parts and service gross profit, excluding reconditioning and preparation$925.4$890.5$35.0 4 %
Parts and service gross margin, excluding reconditioning and preparation48.6 %48.2 %0.4 %
Reconditioning and preparation *$184.9$196.2$(11.3)(6)%
Total parts and service gross profit$1,110.3$1,086.6$23.7 2 %
Total parts and service gross margin58.3 %58.8 %(0.5)%
Same Store:
Parts and service revenue$1,697.1$1,685.2$11.9 1 %
Parts and service gross profit:
Customer pay$527.8$526.4$1.4 NM
Warranty151.7150.11.6 1 %
Collision83.788.1(4.4)(5)%
Wholesale parts52.652.20.3 1 %
Parts and service gross profit, excluding reconditioning and preparation$815.8$816.9$(1.1)NM
Parts and service gross margin, excluding reconditioning and preparation48.1 %48.5 %(0.4)%
Reconditioning and preparation *$168.9$182.6$(13.7)(8)%
Total parts and service gross profit$984.7$999.5$(14.8)(1)%
Total parts and service gross margin58.0 %59.3 %(1.3)%
* Reconditioning and preparation represents the gross profit earned by our parts and service departments for internal work performed and is included as a reduction of parts and service cost of sales in the accompanying condensed consolidated statements of income upon the sale of the vehicle.
The $56.9 million (3%) increase in parts and service revenue was primarily due to a $48.1 million (5%) increase in customer pay revenue and a $20.2 million (7%) increase in warranty revenue, partially offset by a $9.1 million (5%) decrease in collision revenue and a $2.3 million (1%) decrease in wholesale parts revenue. Same store parts and service revenue increased by $11.9 million (1%) to $1,697.1 million during the nine months ended September 30, 2026 from $1,685.2 million during the
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nine months ended September 30, 2025. The increase in same store parts and service revenue was due to a $15.8 million (2%) increase in customer pay revenue and an $8.1 million (3%) increase in wholesale parts revenue, partially offset by a $10.0 million (5%) decrease in collision revenue and a $2.0 million (1%) decrease in warranty revenue. The average age of vehicles in 2026 is historically high at 13.0 years. Consumers are retaining vehicles for longer periods of time due to various factors, including the higher cost of vehicles, higher interest rates, as well as the vehicle inventory constraints experienced in the automotive industry in recent years.
For the nine months ended September 30, 2026, total parts and service gross profit increased by $23.7 million (2%) to $1,110.3 million, and same store total parts and service gross profit decreased by $14.8 million (1%) to $984.7 million when compared to the same period of the prior year. The all store increase is primarily due to the Herb Chambers acquisition, offset by store divestitures, while the same store decrease is primarily due to a decrease in internal work and the collision business profitability offset by increased customer pay and warranty volume, which is in line with the increasing trend of aged vehicles.
Finance and Insurance, net—
For the Nine Months Ended September 30,Increase
(Decrease)		%
Change
20262025
(Dollars in millions, except for per vehicle data)
As Reported:
Finance and insurance, net revenue
$545.4 $569.3 $(23.9)(4)%
Finance and insurance, net gross profit
$508.7 $529.2 $(20.5)(4)%
Finance and insurance, net per vehicle sold$2,230 $2,174 $55 3 %
Same Store:
Finance and insurance, net revenue
$494.6 $538.4 $(43.9)(8)%
Finance and insurance, net gross profit
$457.9 $498.3 $(40.4)(8)%
Finance and insurance, net per vehicle sold$2,229 $2,198 $31 1 %
F&I revenue, net decreased by $23.9 million (4%) during the nine months ended September 30, 2026 when compared to the nine months ended September 30, 2025, as a result of a 6% decrease in total retail units sold, partially offset by a $55 (3%) increase in F&I per vehicle retailed.
On a same store basis, F&I revenue, net decreased by $43.9 million (8%) during the nine months ended September 30, 2026 when compared to the nine months ended September 30, 2025, primarily due to a 9% decrease in total retail units sold, partially offset by a $31 (1%) increase in F&I per vehicle retailed. F&I revenue, net was negatively impacted by the deferral of commission revenue on the sale of TCA products, which we continue to roll out to all of our stores, as compared to the immediate revenue recognition on the sale of third party F&I products. In addition, customers continue to look for ways to manage lower monthly payments in a high interest rate environment.
The financial results of the TCA segment, after dealership eliminations, are as follows:
For the Nine Months Ended September 30,Increase
(Decrease)		%
Change
20262025
(Dollars in millions)
Finance and insurance, revenue$58.2 $70.3 $(12.0)(17)%
Finance and insurance, cost of sales$36.7 $40.1 $(3.4)(9)%
Finance and insurance, gross profit$21.5 $30.1 $(8.6)(29)%
TCA offers a variety of F&I products, such as extended vehicle service contracts, prepaid maintenance contracts, GAP, appearance protection contracts and lease wear-and-tear contracts. TCA's products are sold through our automobile dealerships.
Revenue generated by TCA is earned over the period of the related product contract. The method for recognizing revenue is assigned based on contract type and expected claim patterns. Premium revenues are supplemented with investment gains or losses and income earned associated with the performance of TCA's investment portfolio. During the nine months ended September 30, 2026, TCA generated $58.2 million of revenue, after dealership eliminations, consisting primarily of earned premiums and $16.3 million of investment income from the investment portfolio. F&I revenue decreased by $12.0 million
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(17%) for the nine months ended September 30, 2026 as compared to the nine months ended September 30, 2025 due to the continued roll-out of TCA products across Asbury dealerships resulting in the deferral of F&I revenue over the TCA contract term as opposed to the immediate recognition of revenue associated with third-party F&I product sales.
Direct expenses incurred for the acquisition of F&I contracts on which revenue has not yet been recognized have been deferred and are amortized over the related contract period. During the nine months ended September 30, 2026, TCA recorded $36.7 million of cost of sales consisting primarily of claims expense. Commissions expense paid by TCA to our affiliated dealerships and reflected as F&I revenue in our Dealerships segment is eliminated in the TCA segment upon consolidation.
We completed the rollout to all of our dealerships in October 2026 by offering TCA products at our Herb Chambers Businesses.
Selling, General, and Administrative Expense—
For the Nine Months Ended September 30,Increase
(Decrease)		% of Gross
Profit Increase (Decrease)
2026% of Gross
Profit		2025% of Gross
Profit
(Dollars in millions)
As Reported:
Personnel costs$938.4 42.4 %$954.1 41.9 %$(15.8)0.6 %
Rent and related expenses122.2 5.5 %89.5 3.9 %32.7 1.6 %
Advertising54.1 2.4 %51.1 2.2 %3.0 0.2 %
Other403.4 18.2 %364.2 16.0 %39.2 2.3 %
Selling, general, and administrative expense$1,518.0 68.6 %$1,458.9 64.0 %$59.1 4.6 %
Gross profit$2,211.5 $2,278.6 
Same Store:
Personnel costs$827.0 42.3 %$882.5 41.7 %$(55.4)0.6 %
Rent and related expenses101.2 5.2 %81.2 3.8 %20.1 1.3 %
Advertising46.6 2.4 %44.3 2.1 %2.3 0.3 %
Other349.4 17.9 %331.7 15.7 %17.7 2.2 %
Selling, general, and administrative expense$1,324.2 67.8 %$1,339.6 63.3 %$(15.3)4.4 %
Gross profit$1,953.9 $2,114.8 
SG&A expense as a percentage of gross profit increased 461 basis points from 64.0% for the nine months ended September 30, 2025 to 68.6% for the nine months ended September 30, 2026. The increase in SG&A as a percentage of gross profit on a total company basis during the nine months ended September 30, 2026 is the result of a decrease in gross profit for the nine months ended September 30, 2026 as compared to the nine months ended September 30, 2025 and an increase in SG&A expense driven by the Herb Chambers Businesses and offset by store divestitures in 2025 and the first quarter of 2026.
On a same store basis, SG&A expense as a percentage of gross profit increased 443 basis points from 63.3% for the nine months ended September 30, 2025 to 67.8% for the nine months ended September 30, 2026. The increase in SG&A expense as a percentage of gross profit on a same store basis for the nine months ended September 30, 2026 is the result of a decrease in gross profit, partially offset by a decrease in SG&A expense for the nine months ended September 30, 2026 as compared to the nine months ended September 30, 2025. On a same store basis, personnel costs decreased by $55.4 million (0.6%) for the nine months ended September 30, 2026 as compared to the same period in the prior year due to a reduction in commissions payable on lower gross profits earned during the relevant periods. In addition, rent and related expense increased on a same store basis by $20.1 million (1.3%) primarily due to a $15.0 million insurance recovery received in the first half of 2025 and $3.8 million in costs associated with weather events in 2026. In addition, other expense increased on a same store basis by $17.7 million (2.2%) primarily due to the Tekion implementation costs and duplicative DMS costs.
Asset Impairments—
During the nine months ended September 30, 2026, we recognized asset impairment charges of $4.2 million related to a dealership that met the criteria to be reflected as assets held for sale in June 2026, and whose franchise rights carrying value exceeded the Company's estimate of the franchise rights fair value less costs to sell.
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For the nine months ended September 30, 2025, we recognized asset impairment charges of $26.0 million related to five dealerships that met the criteria to be reflected as assets held for sale in March 2025 and one that met the criteria in October 2025 whose franchise rights carrying values exceeded the Company's estimate of the franchise rights fair value less costs to sell.
Floor Plan Interest Expense—
Floor plan interest expense decreased by $2.3 million (4%) to $63.2 million during the nine months ended September 30, 2026 compared to $65.6 million during the nine months ended September 30, 2025, as a result of lower interest rates offset by net higher non-manufacturer floor plan balances in 2026 due to the Herb Chambers acquisition, which was partially offset by lower non-manufacturer floor plan balances due to store divestitures in 2025 and February 2026.
Other Interest Expense—
Other interest expense increased $7.2 million (5%) from $135.0 million during the nine months ended September 30, 2025 to $142.2 million during the nine months ended September 30, 2026. This increase was primarily due to a $6.0 million increase in our mortgage facilities interest expense and $0.4 million increase in credit facility interest expense as a result of borrowings incurred in connection with the Herb Chambers acquisition.
Gain on Dealership Divestitures, net—
During the nine months ended September 30, 2026, we sold 19 franchises (12 dealership locations) for an aggregate purchase price of approximately $397.2 million. The Company recorded a pre-tax gain totaling $126.4 million, which is presented in our accompanying condensed consolidated statements of income as a gain on dealership divestitures, net.
During the nine months ended September 30, 2025, we sold 17 franchises (11 dealership locations) for an aggregate purchase price of $452.9 million. The Company recorded a pre-tax gain totaling $45.8 million, which is presented in our accompanying condensed consolidated statements of income as a gain on dealership divestitures, net.
Income Tax Expense—
The $14.0 million (10%) decrease in income tax expense was primarily the result of a $38.4 million (7%) decrease in income before income taxes, a benefit for interest income relating to tax overpayments, and a reduction to the unfavorable effects of the permanent executive compensation tax adjustment. Our effective tax rate for the nine months ended September 30, 2026 was 24.7% compared to 25.5% in the prior year comparative period, which differed from the U.S. statutory rate primarily due to the favorable effects of amended state income tax returns and the aforementioned interest income benefit offset by the unfavorable effects of the shortfall component of equity compensation, which are discrete items, and the unfavorable effects of various permanent tax adjustments such as executive compensation. We estimate our effective tax rate for the year ended December 31, 2026 to be approximately 24.8%. This estimated effective tax rate includes the effects of the tax benefits related to the purchase of transferable tax credits.
LIQUIDITY AND CAPITAL RESOURCES
As of September 30, 2026, we had total available liquidity of $1.03 billion, which consisted of cash and cash equivalents of $45.6 million (excluding $38.9 million held by TCA), short-term investments of $4.3 million, available funds in our floor plan offset accounts of $160.6 million, $794.3 million of availability under our revolving credit facility and $27.1 million of availability under our used vehicle floor plan facility. The borrowing capacities under our revolving credit facility and our used vehicle revolving floor plan facility are limited by borrowing base calculations and, from time to time, may be further limited by our required compliance with certain financial covenants. As of September 30, 2026, these financial covenants did not further limit our availability under our other credit facilities. Our 2021 syndicated real estate facility is scheduled to mature in December 2026. The Company expects to complete a refinance of the full outstanding principal amount prior to the expiration date of the existing agreement.
We continually evaluate our liquidity and capital resources based upon (i) our cash and cash equivalents on hand, (ii) the funds that we expect to generate through future operations, (iii) current and expected borrowing availability under our 2023 Senior Credit Facility, (iv) amounts in our new vehicle floor plan notes payable offset accounts, and (v) the potential impact of our capital allocation strategy and any contemplated or pending future transactions, including, but not limited to, financings, acquisitions, dispositions, equity and/or debt repurchases, dividends, or other capital expenditures. We believe we will have sufficient liquidity to meet our debt service and working capital requirements; commitments and contingencies; debt repayment, maturity and repurchase obligations; acquisitions; capital expenditures; and any operating requirements for at least the next twelve months and the foreseeable future.
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Covenants
We are subject to a number of customary operating and other restrictive covenants in our various debt and lease agreements. We were in compliance with all of our covenants as of September 30, 2026.
Share Repurchases and Dividend Restrictions
Our ability to repurchase shares or pay dividends on our common stock is subject to our compliance with the covenants and restrictions in our various debt and lease agreements.
On February 25, 2026, the Company announced that its Board of Directors approved an increase of $424.0 million in the Company's share repurchase authorization to $500.0 million (the "New Share Repurchase Authorization"). As of September 30, 2026, the Company had $322.4 million remaining on its share repurchase authorization. The extent to which the Company repurchases its shares, the number of shares and the timing of any repurchases, will depend on general market conditions, legal requirements and other corporate considerations. The repurchase program may be modified, suspended or terminated at any time without prior notice.
During the three months ended September 30, 2026, the Company did not repurchase and retire any shares of our common stock under our share repurchase program. During the nine months ended September 30, 2026, the Company repurchased and retired 1,346,359 shares of our common stock under our share repurchase program. The cash paid for these share repurchases was $277.6 million for the nine months ended September 30, 2026.
During the three and nine months ended September 30, 2025, the Company repurchased and retired 220,587 shares of our common stock under our share repurchase program. The cash paid for these share repurchases was $50.0 million for the three and nine months ended September 30, 2025.
During the three and nine months ended September 30, 2026, the Company repurchased 1,670 and 39,907 shares of our common stock for $0.3 million and $10.2 million, respectively, from employees in connection with a net share settlement feature of employee equity-based awards.
During the three and nine months ended September 30, 2025, the Company repurchased 643 and 44,069 shares of our common stock for $0.2 million and $12.9 million, respectively, from employees in connection with a net share settlement feature of employee equity-based awards.
Cash Flows
Classification of Cash Flows Associated with Floor Plan Notes Payable
Borrowings and repayments of floor plan notes payable through our 2023 Senior Credit Facility ("Non-Trade"), and all floor plan notes payable relating to used vehicles (together referred to as "Floor Plan Notes Payable—Non-Trade"), are classified as financing activities on the accompanying condensed consolidated statements of cash flows, with borrowings reflected separately from repayments. The net change in floor plan notes payable to a lender affiliated with the manufacturer from which we purchase a particular new vehicle (collectively referred to as "Floor Plan Notes Payable—Trade") is classified as an operating activity on the accompanying condensed consolidated statements of cash flows. Borrowings of non-trade floor plan notes payable associated with inventory acquired in connection with all acquisitions and repayments made in connection with all divestitures are classified as a financing activity in the accompanying condensed consolidated statements of cash flows. Cash flows related to floor plan notes payable included in operating activities differ from cash flows related to floor plan notes payable included in financing activities only to the extent that the former are payable to a lender affiliated with the manufacturer from which we purchased the related inventory, while the latter are payable to our 2023 Senior Credit Facility that includes lenders affiliated with the manufacturers and lenders not affiliated with the manufacturers from which we purchased the related inventory. The majority of our floor plan notes are payable to our 2023 Senior Credit Facility, with the exception of floor plan notes payable relating to the financing of new Ford and Lincoln vehicles and certain loaner vehicle programs.
Floor plan borrowings are required by all vehicle manufacturers for the purchase of new vehicles, and all floor plan lenders require amounts borrowed for the purchase of a vehicle to be repaid within a short time period after the related vehicle is sold. As a result, we believe that it is important to understand the relationship between the cash flows of all of our floor plan notes payable and new vehicle inventory in order to understand our working capital and operating cash flow and to be able to compare our operating cash flow to that of our competitors (i.e., if our competitors have a different mix of trade and non-trade floor plan financing as compared to us). In addition, we include all floor plan borrowings and repayments in our internal operating cash flow forecasts. As a result, we use the non-GAAP measure "Adjusted cash flow provided by operating activities" (defined below) to compare our results to forecasts. We believe that splitting the cash flows of floor plan notes payable between operating activities and financing activities, while all new vehicle inventory activity is included in operating
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activities, results in significantly different operating cash flow than if all the cash flows of floor plan notes payable were classified together in operating activities.
Adjusted cash flow provided by operating activities includes borrowings and repayments of floor plan notes payable non-trade and used floor plan notes payable borrowing base changes. Adjusted cash flow provided by operating activities may not be comparable to similarly titled measures of other companies and should not be considered in isolation, or as a substitute for analysis of our operating results in accordance with GAAP. In order to compensate for these potential limitations, we also review the related GAAP measures. We believe that the adjustments related to cash flows associated with our used vehicle borrowing base, floor plan offset accounts and the impact of acquisitions and divestitures eliminates cash flow volatility and provides an adjusted operating cash flow metric that best reflects our results of operations and our management of inventory and related financing activities.
We have provided below a reconciliation of cash flow provided by operating activities, as if all changes in floor plan notes payable, except for (i) borrowings associated with acquisitions and repayments associated with divestitures, (ii) borrowings and repayments associated with the purchase of used vehicle inventory, and (iii) changes in the floor plan offset accounts were classified as operating activities for both floor plan notes payable - non-trade and floor plan notes payable - trade.
For the Nine Months Ended September 30,
20262025
(In millions)
Reconciliation of cash provided by operating activities to cash provided by operating activities, as adjusted
Cash provided by operating activities, as reported$617.7 $623.3 
Change in Floor Plan Notes Payable—Non-Trade, net(122.6)(7.5)
Change in Floor Plan Notes Payable—Non-Trade associated with floor plan offset, used vehicle borrowing base changes adjusted for acquisitions and divestitures47.6 (15.4)
Change in Floor Plan Notes Payable—Trade associated with floor plan offset, adjusted for acquisitions and divestitures(17.4)(57.8)
Adjusted cash flow provided by operating activities$525.2 $542.6 

Operating Activities—
Net cash provided by operating activities totaled $617.7 million and $623.3 million, for the nine months ended September 30, 2026 and 2025, respectively. Adjusted cash flow provided by operating activities totaled $525.2 million and $542.6 million for the nine months ended September 30, 2026 and 2025, respectively. Adjusted cash flow provided by operating activities includes net income, adjustments to reconcile net income to net cash provided by operating activities, changes in working capital, changes in used vehicle borrowing base, changes in floor plan notes payable - non-trade and trade, excluding the impact of offsets, and excluding operating cash flows associated with acquisitions and divestitures related to loaner vehicles and new vehicle inventories financed through floor plan notes payable - trade.
The $17.4 million decrease in adjusted cash flow provided by operating activities for the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025, was primarily the result of the following:
•decrease of $107.0 million in net income and non-cash adjustments to net income;
•$14.2 million decrease related to other current assets, net; and
•$12.4 million decrease related to accounts payable and accrued liabilities.
The decrease in our adjusted cash flow provided by operating activities was partially offset by:
•$56.9 million increase related to sales volume and the timing of collection of accounts receivable and contracts-in-transit during 2026 as compared to 2025;
•increase of $32.3 million related to inventory, net of floor plan notes payable, including both trade and non-trade, excluding offset and including used vehicle borrowing base changes adjusted for acquisitions and divestitures; and
•$26.1 million increase related to other long term assets and liabilities, net.
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Investing Activities—
Net cash provided by investing activities totaled $138.4 million for the nine months ended September 30, 2026 compared to net cash used in investing activities of $1.49 billion for the nine months ended September 30, 2025.
Capital expenditures, excluding the purchase of real estate, were $189.7 million and $104.4 million for the nine months ended September 30, 2026 and 2025, respectively.
During the nine months ended September 30, 2026, we acquired real estate properties for $58.3 million. We did not acquire real estate properties during the nine months ended September 30, 2025.
During the nine months ended September 30, 2026, we sold 19 franchises (12 dealership locations) for an aggregate purchase price of $397.2 million. The Company recorded a pre-tax gain totaling $126.4 million, which is presented in our accompanying consolidated statements of income as a gain on dealership divestitures, net.
During the nine months ended September 30, 2025, we sold 17 franchises (11 dealership locations) for an aggregate purchase price of $452.9 million. The Company recorded a pre-tax gain totaling $45.8 million, which is presented in our accompanying consolidated statements of income as a gain on dealership divestitures, net.
We purchased $100.4 million and $153.8 million of debt securities during the nine months ended September 30, 2026 and 2025, respectively.
We received proceeds of $83.9 million and $98.0 million from the sale of debt securities during the nine months ended September 30, 2026 and 2025, respectively.
During the nine months ended September 30, 2026, we received cash proceeds of $5.7 million from the sale of real estate. During the nine months ended September 30, 2025, we did not sell any real estate.
We expect that capital expenditures during 2026 will total $250.0 - $275.0 million to upgrade or replace our existing facilities, construct new facilities, expand our service capacity, and invest in technology and equipment. In addition, as part of our capital allocation strategy, we continually evaluate opportunities to purchase properties currently under lease and acquire properties in connection with future dealership relocations. No assurances can be provided that we will have or be able to access capital at times or on terms in amounts deemed necessary to execute this strategy.
Financing Activities—
Net cash used in financing activities totaled $712.0 million for the nine months ended September 30, 2026 compared to net cash provided by financing activities of $830.7 million for the nine months ended September 30, 2025.
During the nine months ended September 30, 2026 and 2025, we had non-trade floor plan borrowings, excluding floor plan borrowings associated with acquisitions, of $7.23 billion and $7.95 billion, respectively, and non-trade floor plan repayments, excluding floor plan repayments associated with divestitures, of $7.36 billion and $7.70 billion, respectively.
During the nine months ended September 30, 2025, we had floor plan borrowings incurred to finance the Herb Chambers acquisition of $262.7 million. In addition, certain subsidiaries of the Company borrowed $546.5 million (the "2025 Real Estate Facility") under a real estate term loan credit agreement. The Company used the proceeds from these borrowings, together with other available funds, to finance the Herb Chambers acquisition.
During the nine months ended September 30, 2026 and 2025, we had non-trade floor plan repayments associated with dealership divestitures of $90.9 million and $72.0 million, respectively.
Repayments of borrowings totaled $85.7 million and $154.8 million for the nine months ended September 30, 2026 and 2025, respectively. In addition, payments of debt issuance costs related to borrowings incurred to finance the Herb Chambers acquisition totaled $5.7 million for the nine months ended September 30, 2025.
There were $1.25 billion borrowings and $1.37 billion repayments under our revolving credit facility during the nine months ended September 30, 2026. During the nine months ended September 30, 2025, there were $1.55 billion borrowings and $1.48 billion repayments under our revolving credit facility.
During the nine months ended September 30, 2026, we repurchased 1,346,359 shares of our common stock under our share repurchase program for a total of $277.6 million and repurchased 39,907 shares of our common stock for $10.2 million from employees in connection with a net share settlement feature of employee equity-based awards. During the nine months ended
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September 30, 2025, we repurchased 44,069 shares of our common stock for $12.8 million from employees in connection with a net share settlement feature of employee equity-based awards.
Off Balance Sheet Arrangements
We had no off balance sheet arrangements during any of the periods presented other than those disclosed in Note 13 "Commitments and Contingencies" of the Company's condensed consolidated financial statements.
Guarantor Financial Information
As of September 30, 2026, the Company had outstanding $405.0 million of 4.500% Senior Notes due 2028 and $445.0 million of 4.750% Senior Notes due 2030. The Senior Notes have been fully and unconditionally guaranteed, jointly and severally, on a senior unsecured basis, by each existing and future restricted subsidiary of the Company (the “Guarantor Subsidiaries”), with the exception of Landcar Administration Company, Landcar Agency, Inc. and Landcar Casualty Company and their respective subsidiaries (collectively, the “TCA Non-Guarantor Subsidiaries"). The 2028 Notes and the 2030 Notes were required to be registered under the Securities Act of 1933 within 270 days of the closing date for the offering of each respective series. The Company completed the registration of the 2028 Notes and 2030 Notes in October 2020.
The following tables present summarized financial information for the Company and the Guarantor Subsidiaries on a combined basis after elimination of (i) intercompany transactions and balances among Asbury and the Guarantor Subsidiaries and (ii) assets, liabilities, and equity in earnings from and investments in any non-guarantor subsidiaries.
Summarized Balance Sheet Data of Asbury and Guarantor Subsidiaries
As of
September 30, 2026December 31, 2025
(In millions)
Current assets$2,670.6 $3,150.3 
Current assets - affiliates$0.4 $0.5 
Non-current assets$7,825.2 $7,614.8 
Current liabilities$2,741.7 $2,995.7 
Current liabilities - affiliates$21.7 $21.9 
Non-current liabilities$3,448.7 $3,623.0 
Summarized Statement of Operations Data for Asbury and Guarantor Subsidiaries
For the Nine Months Ended September 30,
2026
(In millions)
Net sales$12,665.3 
Gross profit$2,165.6 
Income from operations$595.7 
Net income$397.7 
Critical Accounting Policies and Estimates
For a description of our critical accounting policies and estimates, see our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. Our critical accounting policies and estimates have not changed materially during the nine months ended September 30, 2026.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Interest Rate Risk
We are exposed to risk from changes in interest rates on a significant portion of our outstanding indebtedness. Based on $1.94 billion of total variable interest rate debt, which includes our floor plan notes payable, amounts drawn on our used vehicle
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floor plan, revolver and certain mortgage liabilities, outstanding as of September 30, 2026, a 100 basis point change in interest rates would result in a change of $19.4 million in annual interest expense.
We periodically receive floor plan assistance from certain automobile manufacturers, which is primarily accounted for as a reduction in our new vehicle inventory cost. Floor plan assistance reduced our cost of sales for the nine months ended September 30, 2026 and 2025 by $79.4 million and $83.4 million, respectively. We cannot provide assurance as to the future amount of floor plan assistance and these amounts may be negatively impacted due to future changes in interest rates.
As part of our strategy to mitigate our exposure to fluctuations in interest rates, we have various interest rate swap agreements. All of our interest rate swaps qualify for cash flow hedge accounting treatment and do not contain any ineffectiveness.
As of September 30, 2026, we had five interest rate swap agreements. These swaps are designed to provide a hedge against changes in variable rate cash flows regarding fluctuations in SOFR. The following table provides information on the attributes of each swap as of September 30, 2026:
Inception DateNotional Principal at InceptionNotional ValueNotional Principal at MaturityMaturity Date
(In millions)
January 2022$300.0 $232.5 $228.8 December 2026
January 2022$250.0 $250.0 $250.0 December 2031
May 2021$184.4 $145.6 $110.6 May 2031
July 2020$93.5 $61.9 $50.6 December 2028
February 2026$250.0 $242.6 $194.3 July 2030
These interest rate swaps are marked to market at each reporting date and any unrealized gains or losses are included in accumulated other comprehensive income and reclassified to other interest expense in the same period or periods during which the hedged transactions affect earnings. For additional information about the effect of our derivative instruments, please refer to Note 10 "Financial Instruments and Fair Value" within the accompanying condensed consolidated financial statements.
Item 4. Controls and Procedures
Disclosure Controls and Procedures
Our management is responsible for establishing and maintaining adequate internal control over the Company's financial reporting, as such term is defined in Exchange Act Rule 13(a)-15(f). As of the end of the period covered by this report, we conducted an evaluation, under the supervision and with the participation of our principal executive officer and principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the "Exchange Act"). Based on this evaluation, our principal executive officer and principal financial officer concluded that as of the end of such period such disclosure controls and procedures were effective as of September 30, 2026.
Changes in Internal Control Over Financial Reporting
During the quarter ended September 30, 2026, as part of our integration activities following the acquisition of The Herb Chambers Dealerships ("Chambers") in July 2025, we continued implementing changes related to Chambers' business process controls, IT general controls and IT infrastructure to more closely align with the standards of the Company's controls environment.
During the quarter ended September 30, 2026, we converted 47 stores from CDK, our existing DMS provider, to Tekion, a cloud-based DMS. We are implementing new or modified procedures and controls where appropriate and will continue to evaluate the design and operating effectiveness of internal control over financial reporting in subsequent periods.
There were no other material changes in our internal control over financial reporting during the quarter ended September 30, 2026 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II. OTHER INFORMATION
Item 1. Legal Proceedings

As of the date of this filing, there have been no additional material legal proceedings or material developments in the legal proceedings disclosed in Part 1, Item 3, of our Annual Report on Form 10-K for the year ended December 31, 2025. For more information, see Note 13 "Commitments and Contingencies" within the accompanying condensed consolidated financial statements.
Item 1A. Risk Factors
In addition to the other information set forth in this Quarterly Report on Form 10-Q, you should carefully consider the risk factors that affect our business and financial results that are discussed in Part I, Item 1A, of our Annual Report on Form 10-K for the year ended December 31, 2025. These factors could materially adversely affect our business, financial condition, liquidity, results of operations and capital position, and could cause our actual results to differ materially from our historical results or the results contemplated by the forward-looking statements contained in this report. There have been no material changes to such risk factors.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Share repurchases are implemented through purchases made from time to time in either the open market or private transactions. The share repurchases could include purchases pursuant to a written trading plan in accordance with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, which allows companies to repurchase shares of stock at times when they might otherwise be prevented from doing so by securities laws or under self-imposed trading blackout periods. The extent to which the Company repurchases its shares, the number of shares and the timing of any repurchases will depend on general market conditions, legal requirements and other corporate considerations. The repurchase program may be modified, suspended or terminated at any time without prior notice.
Information about the shares of our common stock that we repurchased during the quarter ended September 30, 2026 is set forth below:
PeriodTotal Number of Shares (or Units) PurchasedAverage Price Paid per Share (or Unit)Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or ProgramsMaximum Number (or Approximate Dollar Value) of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs (In millions)
07/01/2026 - 07/31/2026340 $205.04 — $322.4 
08/01/2026 - 08/31/20261,258 $210.66 — $322.4 
09/01/2026 - 09/30/202672 $185.18 — $322.4 
    Total
1,670(1)
— 
_____________________
(1) During the quarter ended September 30, 2026, the Company repurchased 1,670 shares of our common stock from employees in connection with a net share settlement feature of employee equity-based awards.
On February 25, 2026, the Company announced that its Board of Directors approved an increase of $424.0 million in the Company's share repurchase authorization to $500.0 million (the "New Share Repurchase Authorization"), for the repurchase of our common stock in open market transactions or privately negotiated transactions or in other manners as permitted by federal securities laws and other legal and contractual requirements.
The extent to which the Company repurchases its shares, the number of shares and the timing of any repurchase will depend on such factors as Asbury’s stock price, general economic and market conditions, the potential impact on its capital structure, the expected return on competing uses of capital such as strategic dealership acquisitions and capital investments and other considerations. The program does not require the Company to repurchase any specific number of shares, and may be modified, suspended or terminated at any time without further notice.
Item 5. Other Information
None of the Company's directors or officers adopted, modified, or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement during the Company's fiscal quarter ended September 30, 2026.
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Item 6. Exhibits
Exhibit
Number		Description of Documents
Consulting and Contractor Agreement dated August 31, 2026 (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K/A filed with the SEC on August 31, 2026)
Severance Pay Agreement for Key Employee between Asbury Automotive Group, Inc. and Wendy Reynolds-Dobbs dated September 14, 2026
Certificate of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Certificate of Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Certificate of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Certificate of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INSXBRL Instance Document - The instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document
101.SCHXBRL Taxonomy Extension Schema Document
101.CALXBRL Taxonomy Extension Calculation Linkbase Document
101.DEFXBRL Taxonomy Extension Definition Linkbase Document
101.LABXBRL Taxonomy Extension Label Linkbase Document
101.PREXBRL Taxonomy Extension Presentation Linkbase Document
104Cover Page Interactive Data File (formatted in iXBRL Exhibit 101)
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Asbury Automotive Group, Inc.
Date:October 30, 2026By:/s/    Daniel E. Clara
Name:Daniel E. Clara
Title:President and Chief Executive Officer

Date:October 30, 2026By:/s/ Michael D. Welch
Name:Michael D. Welch
Title:Senior Vice President and Chief Financial Officer
57
Exhibit 10.2
image_0a.jpg
SEVERANCE PAY AGREEMENT
FOR KEY EMPLOYEE

    This Agreement is entered into as of September 14, 2026 (the “Effective Date”) between Asbury Automotive Group, Inc. (“Asbury”) and Wendy Reynolds-Dobbs (“Executive”).

IN CONSIDERATION of the promises and mutual covenants and agreements contained herein, Asbury and Executive agree as follows:

1.    Severance Pay Arrangement

    If a Termination (as defined in Section 2 below) of Executive’s employment occurs at any time during Executive’s employment, Asbury will pay Executive 12 months of Executive’s base salary as of the date of Termination (hereinafter such pay shall be referred to as “Severance Pay”). The Severance Pay will be subject to required withholding and will be made by Asbury to Executive monthly over the course of 12 months on the regular payroll dates beginning on the first regular payroll date after the effective date of the release referenced in Section B below that Executive executes.

    In addition to the payment of Severance Pay, if a Termination (as defined in Section 2 below) of Executive’s employment occurs at any time during Executive’s employment with Asbury, to the extent that Executive participates in a bonus compensation plan at the date of Termination, Asbury shall pay Executive a pro rata portion of that bonus for the year of the Termination equal to the amount of the bonus that Executive would have received if Executive’s employment had not been terminated during such year, multiplied by the percentage of such year that has expired through the date of Termination. Such bonus shall be paid at such time as bonuses are paid under the bonus compensation plan to Asbury’s other employees whose employment was not terminated in such year.

    Asbury further agrees that, if Executive, upon a Termination (as defined in Section 2 below) of Executive’s employment occurs at any time during Executive’s employment with Asbury, timely and properly elects COBRA for any medical, dental and vision benefit plans in which Executive was participating immediately prior to the end of Executive’s employment with Asbury, Asbury shall continue to pay its portion of the monthly premium for those COBRA-covered medical, dental and vision benefit plans for a period of 12 months after the last day of Executive’s employment with Asbury. Notwithstanding the above, if Executive obtains other employment (prior to the end of the 12 month COBRA reimbursement period) under which Executive is eligible to be covered by benefits equal to the benefits in her COBRA-elected plans, Asbury’s obligation to reimburse Executive ceases upon Executive’s eligibility for such equal benefits.

    Notwithstanding anything herein to the contrary, if Executive is determined to be a “specified employee” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and if one or more of the payments or benefits to be received by Executive pursuant to
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this Agreement would be considered deferred compensation subject to Section 409A of the Code, then no such payment shall be made or benefit provided until six (6) months following Executive’s date of Termination.

2.    Termination Triggering Severance Pay

    A “Termination” triggering the Severance Pay set forth above in Section 1 is defined as a termination of Executive’s employment with Asbury: (1) by Asbury without “cause”, or (2) by Executive because of (x) a material change in the geographic location at which the Executive must perform Executive’s services (which shall in no event include a relocation of Executive’s current principal place of business to a location less than 50 miles away), (y) a material diminution in Executive’s base compensation, or (z) a material diminution in Executive’s authority, duties, or responsibilities. For avoidance of doubt, a “Termination” shall not include a termination of Executive’s employment by Asbury for “cause” or due to Executive’s death, disability, retirement or voluntary resignation.

    For the purposes of this Agreement, the definition of “cause” is: (a) Executive’s gross negligence or serious misconduct (including, without limitation, any criminal, fraudulent or dishonest conduct) that is or may be injurious to Asbury; or (b) Executive’s being convicted of, or entering a plea of nolo contendere to, any crime that constitutes a felony or involves moral turpitude; or (c) Executive’s breach of Sections 3, 4 or 5 below; or (d) Executive’s willful and continued failure to perform Executive’s duties on behalf of Asbury; or (e) Executive’s material breach of a written policy of Asbury. For purposes of this Agreement, the definition of “disability” is a physical or mental disability or infirmity that prevents the performance by Executive of her duties lasting (or likely to last, based on competent medical evidence presented to Asbury) for a continuous period of six months or longer.

3.    Confidential Information and Nondisclosure Provision

    As a condition to the receipt of the Severance Pay and benefits described in Section 1 above, during and after employment with Asbury, Executive shall agree not to disclose to any person (other than to an employee or director of Asbury, or to Asbury’s attorneys, accountants and other advisors or except as may be required by law) and not use to compete with Asbury any confidential or proprietary information, knowledge or data that is not in the public domain that was obtained by Executive while employed by Asbury regarding Asbury or any products, improvements, customers, methods of distribution, sales, prices, profits, costs, contracts, suppliers, business prospects, business methods, techniques, research, trade secrets or know-how of Asbury (collectively, “Confidential Information”). In the event that Executive’s employment with Asbury ends for any reason, Executive will deliver to Asbury on or before the Executive’s last day of employment all documents and data of any nature (whether in tangible or electronic form) pertaining to Executive’s work with Asbury and will not take any documents or data or any reproduction, or any documents containing or pertaining to any Confidential Information. Executive agrees that in the event of a breach by Executive of this provision, Asbury shall be entitled to inform all potential or new employers of such breach and to cease payments and benefits that would otherwise be made pursuant to Section 1 above, as well as to obtain injunctive relief and damages, including reasonable attorneys fees, and which may include recovery of amounts paid to Executive under this Agreement.

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4.    Non-Solicitation/Non-Hire of Employees

    Executive agrees that, during her employment at Asbury and for a 12-month period after the end of her employment with Asbury for any reason, she will not, directly or indirectly, solicit, recruit or hire any employee of Asbury (or any person who was an employee of Asbury during the 12 month period preceding the last day of Executive’s employment with Asbury) or encourage any such employee to terminate employment with Asbury. The restrictions set forth in this Section 4 shall apply to the following geographic territory: the Area. As used in this Section 4, “Area” means the combined region generated by all regions within a seventy-five-mile radius of either (i) the Company’s headquarters or (ii) any dealership or other Company facility owned by or affiliated with the Company or its Affiliates, as of the last date of Executive’s employment with the Company. For purposes of this Section 4, Executive acknowledges and agrees that the Company and its Affiliates conduct business in the Area and that the Area is a reasonable geographic limitation.

5.    Covenant Not to Compete

    Executive agrees that, during her employment at Asbury and for a 12-month period after the end of her employment with Asbury for any reason, she will not (except on behalf of or with the prior written consent of Asbury, which consent may be withheld in Asbury’s sole discretion):

(a)    provide services of a leadership, management, executive, operational, or advisory capacity and/or participate in the ownership of or provide financial backing to an automotive dealership that is located within a fifty-mile radius of any address set forth on Exhibit A (the “Area”);

(b)    provide senior/corporate level leadership, executive, operational, or advisory services to any corporate competitor of Asbury who owns or operates one or more automotive dealerships within the Area; and

(c)    provide services of a leadership, management, executive, operational, or advisory capacity for anyone or any business whose focus is buying, conglomerating, or otherwise acquiring one or more automotive dealerships that are located within the Area.

    For purposes of this Section 5, Executive acknowledges and agrees that Asbury conducts business in the Area and that the Area is a reasonable geographic limitation.

    Notwithstanding anything to the contrary contained in this Agreement, Asbury hereby agrees that the foregoing covenant shall not be deemed breached as a result of the passive ownership by Executive of: (i) less than an aggregate of 5% of any class of stock of a business that competes with Asbury; or (ii) less than an aggregate of 10% in value of any instrument of indebtedness of a business that competes with Asbury. Asbury further agrees that nothing in this Section 5 prohibits Executive from accepting employment from, and performing services for, businesses engaged in the finance industry, and businesses engaged in the manufacturing and/or sale of automobile parts or the provision of automotive service, provided such businesses do not also engage in the retail of automobiles within the Area. By way of example, nothing in this Section 5 would prohibit Executive from working with such businesses as American General Finance, NAPA Auto Parts, or Goodyear.

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    Within one day of the end of Executive’s employment with Asbury for any reason, Executive agrees to re-confirm her commitment to the post-employment restrictive covenants in this Agreement. Executive further agrees that, as part of that re-confirmation, the term “Area” and Exhibit A hereto may be amended by Asbury, but only to the extent necessary to list the addresses of Asbury’s headquarters and any automotive dealerships that Asbury owns and/or operates as of the last day of Executive’s employment with Asbury.

6.    Construction/Enforcement of Post-Employment Covenants

    Executive agrees that the provisions of Sections 3, 4, and 5 are reasonable and properly required for the adequate protection of the business and the goodwill of Asbury. However, if a judicial determination is made that any of the provisions of Sections 3, 4 or 5 constitutes an unreasonable or otherwise unenforceable restriction against Executive, such provision(s) shall be modified or severed so as to permit enforcement of the provision(s) to the extent reasonable.

7.    Violation of Post-Employment Covenants

Executive agrees that, in the event of a material breach by Executive of any Section of this Agreement, including Sections 3, 4, or 5, Asbury shall be entitled to: (i) inform all potential or new employers of such breach; (ii) cease payments and benefits that would otherwise be made pursuant to Section 1 above (and in lieu of such payments and benefits pay Executive five hundred dollars ($500.00)); (iii) obtain injunctive relief and damages, including reasonable attorney’s fees; and (iv) recover the amounts paid to Executive under this Agreement (other than the above-referenced $500.00) during any period of material breach by Executive. To the extent that Executive is determined through agreement or resolution of any pending claim to not have violated any covenant at issue, she shall receive any and all severance that has not been paid under the Agreement and/or which was recovered from Executive under this Section 7.

GENERAL PROVISIONS

A.    Employment is At Will

    Executive and Asbury acknowledge and agree that Executive is an “at will” employee, which means that either Executive or Asbury may terminate the employment relationship at any time, for any reason, with or without cause or notice, and that nothing in this Agreement shall be construed as an express or implied contract of employment.

B.    Execution of Release

    Executive agrees that, as a condition to the receipt of the Severance Pay and other compensation and insurance benefits described in Section 1 above, Executive shall execute a release of all claims against Asbury (and its corporate parents, subsidiaries, franchisors, franchisees, management companies, divisions, and affiliates) and the past, present and future officers, directors, agents, officials, employees, insurers and attorneys of Asbury (and its corporate parents, subsidiaries, franchisors, franchisees, management companies, divisions, and affiliates) arising out of Executive’s employment or the end of her employment with Asbury, such release to not be revoked by Executive
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and to completely waive and release any claim of discrimination, harassment or wrongful discharge under local, state or federal law.

C.    Alternative Dispute Resolution

    Any disputes arising under or in connection with this Agreement shall be resolved by binding arbitration before an arbitrator (who shall be an attorney with at least ten years’ experience in employment law) in the city where Executive was employed with Asbury and in accordance with the rules and procedures of the most recent employment rules of the American Arbitration Association. Each party may choose to retain legal counsel and shall pay its own attorneys’ fees, regardless of the outcome of the arbitration. Executive may be required to pay a filing fee limited to the equivalent cost of filing in the court of jurisdiction. Asbury will pay the fees and costs of conducting the arbitration. Judgment upon the award rendered by the arbitrator may be entered in any court of jurisdiction.

D.    Non-Disparagement

Executive agrees not to make any disclosures, issue any statements or otherwise cause to be disclosed any information which is designed, intended or might reasonably be anticipated to disparage Asbury, its officers or directors, its business, services, products, technologies and/or personnel. Nothing in this section is intended, nor shall be construed, to: (i) prohibit Executive from any communications to, or participation in any investigation or proceeding conducted by, any governmental agency with jurisdiction concerning the terms, conditions and privileges of employment or jurisdiction over Asbury’s business; (ii) interfere with, restrain, or prevent Executive’s communications regarding the terms and conditions of employment; or (iii) prevent Executive from otherwise engaging in any legally protected activity. Nothing in this Agreement shall prohibit Executive from reporting or testifying about possible violations of any law or regulation, including unlawful employment practices, to any governmental agency or entity or making other disclosures that are protected under the whistleblower provisions of federal or state laws or regulations.

E.    Other Provisions

(a)    This Agreement shall be binding upon the heirs, executors, administrators, successors and assigns of Executive and Asbury, including any successor to or assign of Asbury.

(b)    Upon the end of Executive’s employment with Asbury for any reason, the provisions of this Agreement shall survive to the extent necessary to give effect to the provisions herein, including Sections 3, 4 and 5.

(c)    The headings and captions are provided for reference and convenience only and shall not be considered part of this Agreement.

(d)    Executive also covenants to reasonably cooperate with Asbury if Executive is needed as a witness in any litigation or legal matters involving Asbury.

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(e)    Any notice or other communication required or permitted to be delivered under this Agreement shall be (i) in writing, (ii) delivered personally, by nationally recognized overnight courier service or by certified or registered mail, first-class postage prepaid and return receipt requested, (iii) deemed to have been received on the date of delivery or on the third business day after mailing, and (iv) addressed as follows (or to such other address as the party entitled to notice shall later designate in accordance with these terms):

    If to Asbury:        Asbury Automotive Group, Inc.
                c/o The Office of the General Counsel
                6655 Peachtree Dunwoody Road
                Atlanta, GA 30328

    If to Executive:        To the most recent address of Executive set forth in the personnel
                personnel records of Asbury.

(f)    This Agreement supersedes any and all prior agreements between Asbury and Executive relating to payments upon Termination of employment or Severance Pay and may only be modified in a writing signed by Asbury and Executive.

(g)    This Agreement shall be governed by and construed in accordance with the laws of the State of Georgia.

(h)    All payments hereunder shall be subject to any required withholding of federal, state, local and foreign taxes pursuant to any applicable law or regulation.

(i)    If any provision of this Agreement shall be held invalid or unenforceable, such holding shall not affect any other provisions, and this Agreement shall be construed and enforced as if such provisions had not been included. No provision of this Agreement shall be waived unless the waiver is agreed to in writing and signed by Executive and the Chief Human Resources Officer of Asbury. No waiver by either party of any breach of, or of compliance with, any condition or provision of this Agreement by the other party shall be considered a waiver of any other condition or provision or of the same condition or provision at another time.

(j)    The parties hereto acknowledge and agree that, to the extent applicable, this Agreement shall be interpreted in accordance with, and incorporate the terms and conditions required by, Section 409A of the Code and the Department of Treasury regulations and other interpretive guidance issued thereunder. Notwithstanding any provision of this Agreement to the contrary, in the event that Asbury determines that any amounts payable hereunder will be immediately taxable to Executive under Section 409A of the Code and related Department of Treasury guidance, Asbury and Executive shall cooperate in good faith to (x) adopt such amendments to this Agreement and appropriate policies and procedures, including amendments and policies with retroactive effect, that they mutually determine to be necessary or appropriate to preserve the intended tax treatment of the benefits provided by this Agreement, to preserve the economic benefits of this Agreement and to avoid less favorable accounting or tax consequences for Asbury and/or (y) take such other actions as mutually determined to be necessary or appropriate to exempt the amounts payable hereunder from Section 409A of the Code or to comply with the requirements of Section 409A of the Code and thereby avoid the application of penalty taxes thereunder.
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    This Agreement may be executed in one 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.

AGREED TO AS OF SEPTEMBER 14, 2026.

EXECUTIVE:ASBURY AUTOMOTIVE GROUP, INC.
/s/ Wendy Reynolds-Dobbs/s/ Daniel E. Clara
Name: Wendy Reynolds-Dobbs
Name: Daniel E. Clara
Title: Senior Vice President & Chief Human Resources OfficerTitle: President & Chief Executive Officer



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EXHIBIT A

As used in the Severance Pay Agreement, “Area” means a 50-mile radius from any of the following addresses:

AddressCityStateZip
6655 Peachtree Dunwoody RoadAtlantaGA30328
10055 West Papago FreewayAvondaleAZ85323
10101 West Papago FreewayAvondaleAZ85323
10205 West Papago FreewayAvondaleAZ85323
2025 Riverview Auto DriveMesaAZ85201
460 East Auto Center DriveMesaAZ85204
8425 West Bell RoadPeoriaAZ85382
8665 West Bell RoadPeoriaAZ85382
17336 North 84th LanePeoriaAZ85382
8633 West Bell RoadPeoriaAZ85382
13165 North Autoshow AvenueSurpriseAZ85388
900 West AutoMall DriveTucsonAZ85705
7800 East 22nd StreetTucsonAZ85710
4220 East 22nd StreetTucsonAZ85711
444 South Havana StreetAuroraCO80012
350 South Havana StreetAuroraCO80012
2727 South Havana StreetAuroraCO80014
10030 East Arapahoe RoadCentennialCO80112
1650 West 104th AvenueDenverCO80234
8337 Rasberry WayFrederickCO80504
8177 Raspberry WayFrederickCO80504
4720 West 24th StreetGreeleyCO80634
7999 West Colfax AvenueLakewoodCO80214
8303 West Colfax AvenueLakewoodCO80214
11595 West 6th AvenueLakewoodCO80215
801 Denver West Colorado Mills BoulevardLakewoodCO80401
15000 West Colfax AvenueLakewoodCO80401
780 Denver West Colorado Mills BoulevardLakewoodCO80401
5500 South BroadwayLittletonCO80121
2500 West 104th AvenueThorntonCO80234
2308 South Woodland BoulevardDelandFL32720
4429 US 1 SouthFort PierceFL33954
4400 South US Highway 1Fort PierceFL34982
4500 US 1 SouthFort PierceFL34982
4450 US 1 SouthFort PierceFL34982
9650 Atlantic BoulevardJacksonvilleFL32225
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AddressCityStateZip
11003 Atlantic BoulevardJacksonvilleFL32225
10600 Atlantic BoulevardJacksonvilleFL32225
7245 Blanding BoulevardJacksonvilleFL32244
10859 Philips HighwayJacksonvilleFL32256
11340 Philips HighwayJacksonvilleFL32256
10880 Philips HighwayJacksonvilleFL32256
2655 North Volusia AvenueOrange CityFL32763
2677 North Volusia AvenueOrange CityFL32763
11051 South Orange Blossom TrailOrlandoFL32837
31975 US Highway 19 NorthPalm HarborFL34684
2925 US 1 SouthSt. AugustineFL32086
4600 North Dale Mabry HighwayTampaFL33614
4400 North Dale Mabry HighwayTampaFL33614
3800 West Hillsborough AvenueTampaFL33614
3810 West Hillsborough AvenueTampaFL33614
9207 Adamo DriveTampaFL33619
9205 Adamo DriveTampaFL33619
9210 Adamo DriveTampaFL33619
10995 Westside ParkwayAlpharettaGA30009
1550 Mansell RoadAlpharettaGA30009
2550 The Nalley WayAtlantaGA30360
1606 Church StreetDecaturGA30033
7909 Mall ParkwayLithoniaGA30038
7849 Mall ParkwayLithoniaGA30038
7969 Mall ParkwayLithoniaGA30038
1355 Cobb Parkway SouthMariettaGA30060
2020 Cobb ParkwayMariettaGA30080
11505 Alpharetta HighwayRoswellGA30076
980 Mansell RoadRoswellGA30076
11130 Alpharetta HighwayRoswellGA30076
2750 South Cobb ParkwaySmyrnaGA30080
4197 Jonesboro RoadUnion CityGA30291
4115 Jonesboro RoadUnion CityGA30291
222 South Auto DriveBoiseID83709
7710 West Gratz DriveBoiseID83709
11196 West Fairview AvenueBoiseID83713
8693 East US Highway 36AvonIN46123
450 East Northfield DriveBrownsburgIN46112
3232 Harper RoadIndianapolisIN46240
2001 Stony Creek RoadNoblesvilleIN46060
3477 East Conner StreetNoblesvilleIN46060
9900 Pleasant StreetNoblesvilleIN46060
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AddressCityStateZip
735 Southbridge StreetAuburnMA1501
809 Washington StreetAuburnMA1501
720 Morrissey BoulevardBostonMA2122
1168 Commonwealth AvenueBostonMA2134
1188 Commonwealth AvenueBostonMA2134
32 Brighton AvenueBostonMA2134
75 Granite StreetBraintreeMA2184
308 Boylston StreetBrooklineMA2445
62 Cambridge StreetBurlingtonMA1803
33 Cambridge StreetBurlingtonMA1803
93 Cambridge StreetBurlingtonMA1803
64 Cambridge StreetBurlingtonMA1803
107 Andover Street, Route 114DanversMA1923
90 Andover StreetDanversMA1923
141 Derby StreetHinghamMA2043
395 BroadwayLynnfieldMA1940
385 BroadwayLynnfieldMA1940
60 Mystic AvenueMedfordMA2155
2 Latti Farm Road, Route 20MillburyMA1527
253 North Main StreetNatickMA1760
1130 Boston Providence TurnpikeNorwoodMA2062
1120 Boston Providence TurnpikeNorwoodMA2062
185 Taunton AvenueSeekonkMA2771
25 Providence HighwaySharonMA2067
130 Boston Post RoadSudburyMA1776
83 and 105 Boston Post RoadSudburyMA1776
141 Boston Post RoadSudburyMA1776
533 Boston Post RoadWaylandMA1778
531 Boston Post RoadWaylandMA1778
75 Otis StreetWestboroughMA1581
310 Turnpike RoadWestboroughMA1581
1107 West StreetAnnapolisMD21401
6970 Security BoulevardBaltimoreMD21244
6631 Baltimore National PikeCatonsvilleMD21228
12421 Auto DriveClarksvilleMD21029
9610 Reisterstown Rd.Owings MillsMD21117
375 Baltimore BoulevardWestminsterMD21157
10207 Philadelphia RoadWhite MarshMD21162
5395 Nottingham DriveWhite MarshMD21162
8528 Lomas Boulevard NortheastAlbuquerqueNM87110
7201 & 7501 Lomas Boulevard NortheastAlbuquerqueNM87110
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AddressCityStateZip
8800 Lomas NortheastAlbuquerqueNM87112
5995 Alameda Boulevard NorthwestAlbuquerqueNM87113
9820 Coors Boulevard NorthwestAlbuquerqueNM87114
9733 Coors Boulevard NorthwestAlbuquerqueNM87114
1511 Bald Hill RoadWarwickRI2886
2686 Laurens RoadGreenvilleSC29607
2700 Laurens RoadGreenvilleSC29607
4201 Beltway PlaceArlingtonTX76018
6113 Lemmon AvenueDallasTX75209
6107 Lemmon AvenueDallasTX75209
3515 Inwood RoadDallasTX75209
1300 East State Highway 114DallasTX75261
5601 Bryant Irvin RoadFort WorthTX76132
1601 North Dallas Parkway
(7200 State Highway 121)		FriscoTX75034
6400 TX-121FriscoTX75034
300 West Loop 820 SouthFt. WorthTX76108
901 East State Highway 114GrapevineTX76051
3700 West Airport FreewayIrvingTX75062
6785 Dallas ParkwayPlanoTX75024
6645 Dallas ParkwayPlanoTX75024
11548 South Lone Peak ParkwayDraperUT84020
11442 South Lone Peak ParkwayDraperUT84020
5500 South State StreetMurrayUT84107
5808 South State StreetMurrayUT84107
5650 South State StreetMurrayUT84107
5808 South State StreetMurrayUT84107
10905 South Auto Mall DriveSandyUT84070
10990 South Automall DriveSandyUT84070
4045 Lee HighwayArlingtonVA22207
1051 East Broad StreetFalls ChurchVA22044
12100 Midlothian TurnpikeMidlothianVA23113
8704 West Broad StreetRichmondVA23294
8710 West Broad StreetRichmondVA23294
8712 West Broad StreetRichmondVA23294
46869 Harry Byrd HighwaySterlingVA20164
2000 Chain Bridge RoadViennaVA22182
8529 Leesburg PikeViennaVA22182
2050 Chain Bridge RoadViennaVA22182
8610 Leesburg PikeViennaVA22182
14530 Richmond HighwayWoodbridgeVA22191
1880 Opitz BoulevardWoodbridgeVA22191
11 of 12

AddressCityStateZip
14208 Richmond HighwayWoodbridgeVA22191
13779 Noblewood PlazaWoodbridgeVA22193


12 of 12

Exhibit 31.1
CERTIFICATION PURSUANT TO
RULE 13a-14(a)/15d-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934
AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Daniel E. Clara, certify that:

1.    I have reviewed this Quarterly Report on Form 10-Q of Asbury Automotive Group, Inc.;

2.    Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.    Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.    The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting;

5.    The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

/s/ Daniel E. Clara
Daniel E. Clara
Chief Executive Officer
October 30, 2026

Exhibit 31.2
CERTIFICATION PURSUANT TO
RULE 13a-14(a)/15d-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934
AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Michael D. Welch, certify that:

1.    I have reviewed this Quarterly Report on Form 10-Q of Asbury Automotive Group, Inc.;

2.    Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.    Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.    The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting;

5.    The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

/s/ Michael D. Welch
Michael D. Welch
Chief Financial Officer
October 30, 2026

Exhibit 32.1

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002



    In connection with the Quarterly Report on Form 10-Q of Asbury Automotive Group, Inc. (the "Company") for the period ended September 30, 2026, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Daniel E. Clara, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

(1)The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Daniel E. Clara
Daniel E. Clara
Chief Executive Officer
October 30, 2026

Exhibit 32.2

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002



    In connection with the Quarterly Report on Form 10-Q of Asbury Automotive Group, Inc. (the "Company") for the period ended September 30, 2026, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Michael D. Welch, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

(1)The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Michael D. Welch
Michael D. Welch
Chief Financial Officer
October 30, 2026