Financial Analysis

COMMITMENTS AND CONTINGENCIES On August 3, 2022, we received a Civil Investigative Demand (CID) from the FTC requesting information and documents concerning the Companys 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 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 FTCs 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 FTCs administrative proceeding on the ground that the administrative proceeding was unconstitutional. Among other things, the Companys lawsuit asserts that the FTCs administrative proceeding violates the Companys constitutional rights by denying it the right to a jury trial and by allowing the FTC to serve as both prosecutor and jud …

CommitmentsAndContingenciesDisclosureTextBlock · excerpt; the full note is in the filing

"SHARE-BASED COMPENSATION AND EMPLOYEE BENEFIT PLANS On March 13, 2012, our Board of Directors, upon the recommendation of our Compensation and Human Resources Committee, approved the 2012 Equity Incentive Plan (the ""2012 Plan""). On April 18, 2012, our shareholders approved the 2012 Plan, which replaced our previous equity incentive plan. The 2012 Plan expired on March 13, 2022 and provided for the grant of options, performance share units, restricted share units and shares of restricted stock to our directors, officers and employees in the total amount of 1.5 million shares. On April 17, 2019, the stockholders of the Company approved the Asbury Automotive Group, Inc. 2019 Equity and Incentive Compensation Plan (the ""2019 Plan"") and authorized a total of 1,590,000 shares of common stock for issuance under the 2019 Plan (""Plan Shares""). The Plan Shares include 641,363 shares of common stock which remained unissued under the 2012 Plan. No further grants of awards will be made under the 2012 Plan; however outstanding awards under the 2012 Plan will continue in effect in accordance with their terms and conditions. There were approximately 1.2 million shares available for grant in accordance with the 2019 Plan as of December 31, 2025. We issue shares of our common stock upon the vesting of performance share units or restricted share units. These shares are issued from our authorized and not outstanding common stock. In addition, in connection with the vesting of equity-based …

CompensationAndEmployeeBenefitPlansTextBlock · excerpt; the full note is in the filing

"DEBT Long-term debt consisted of the following: As of December 31, 2025 2024 (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 rates 27.2 29.6 2025 Real Estate Facility 537.4 2021 Real Estate Facility 442.1 579.9 2021 BofA Real Estate Facility 151.2 158.6 2018 Bank of America Facility 37.9 2018 Wells Fargo Master Loan Facility 57.2 62.2 2015 Wells Fargo Master Loan Facility 32.0 2023 Syndicated Revolving Credit Facility 120.0 Finance lease liability 8.3 8.4 Total debt outstanding 3,593.4 3,158.5 Addunamortized premium on 4.50% Senior Notes due 2028 0.3 0.5 Addunamortized premium on 4.75% Senior Notes due 2030 0.8 1.1 Lessdebt issuance costs (22.6) (21.5) Long-term debt, including current portion 3,572.0 3,138.6 Lesscurrent portion, net of debt issuance costs (479.2) (114.7) Long-term debt $ 3,092.8 $ 3,023.9 The aggregate maturities of long-term debt as of December 31, 2025 are as follows (in millions): 2026 $ 484.4 2027 42.4 2028 610.2 2029 837.7 2030 482.9 Thereafter 1,135.8 Total maturities of long-term debt $ 3,593.4 Senior Notes issued in 2021 In connection with the LHM acquisition, on November 19, 2021, the Company completed its offering of $800 million aggregate principal amount of 4.625% senior notes due 2029 (the ""2029 Notes"") and $600 million aggregate principal amount of 5.000% senior no …

DebtDisclosureTextBlock · excerpt; the full note is in the filing

Revenue from contracts with customers consists of the following: For the Year Ended December 31, 2025 2024 2023 (In millions) Revenue: New vehicle $ 9,496.2 $ 8,849.7 $ 7,630.7 Used vehicle retail 4,549.6 4,605.9 4,017.5 Used vehicle wholesale 675.7 612.3 396.7 New and used vehicle 14,721.5 14,067.9 12,045.0 Sale of vehicle parts and accessories 511.5 516.2 496.3 Vehicle repair and maintenance services 1,995.3 1,838.5 1,585.3 Parts and service 2,506.8 2,354.7 2,081.5 Finance and insurance, net 770.6 766.0 676.2 Total revenue $ 17,999.0 $ 17,188.6 $ 14,802.7

DisaggregationOfRevenueTableTextBlock

GOODWILL AND INTANGIBLE FRANCHISE RIGHTS Our acquisitions have resulted in the recording of goodwill and intangible franchise rights. Goodwill is an asset representing operational synergies and future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized. Intangible franchise rights is an asset representing our rights under franchise agreements with vehicle manufacturers. In connection with the Herb Chambers acquisition, we recorded goodwill of $341.7 million and franchise rights of $428.5 million. Goodwill related to the Herb Chambers acquisition was allocated to the Dealerships segment. The changes in goodwill and intangible franchise rights for the years ended December 31, 2025 and 2024 are as follows: Goodwill Dealerships TCA Total (In millions) Balance as of December 31, 2023 (a) $ 1,472.4 $ 536.6 $ 2,009.0 Reclassified from assets held for sale 29.6 29.6 Acquisitions 40.9 40.9 Divestitures (30.1) (30.1) Impairments (1.3) (1.3) Reclassified to assets held for sale (3.5) (3.5) Balance as of December 31, 2024 (a) $ 1,508.1 $ 536.6 $ 2,044.7 Acquisitions 341.7 341.7 Divestitures (71.8) (71.8) Reclassified to assets held for sale (33.3) (33.3) Balance as of December 31, 2025 (a) $ 1,744.7 $ 536.6 $ 2,281.3 _____________________________ (a) Net of accumulated impairment losses of $552.6 million recorded prior to the year ended December 31, 2023. Intangible Franchise Rights (In millions) Ba …

GoodwillAndIntangibleAssetsDisclosureTextBlock · excerpt; the full note is in the filing

INCOME TAXES The components of income tax expense are as follows: For the Year Ended December 31, 2025 2024 2023 (In millions) Current: Federal $ 115.4 $ 75.5 $ 128.9 State 26.4 16.8 30.1 Total current income tax expense 141.8 92.3 159.0 Deferred: Federal 20.7 43.2 33.8 State 7.7 9.5 6.0 Total deferred income tax expense 28.4 52.7 39.8 Total income tax expense $ 170.2 $ 145.0 $ 198.8 A reconciliation of the statutory federal rate to the effective tax rate is as follows (dollar amounts shown in millions) : For the Year Ended December 31, 2025 % 2024 % 2023 % Income tax provision at the statutory rate $ 139.0 21.0 $ 120.8 21.0 $ 168.3 21.0 State income tax expense, net of federal benefit (a) 28.6 4.3 22.8 4.0 29.8 3.7 Non-deductible items 2.9 0.5 2.5 0.4 1.7 0.2 Other, net (0.3) (0.1) (1.1) (0.2) (1.0) (0.1) Income tax expense $ 170.2 25.7 $ 145.0 25.2 $ 198.8 24.8 _____________________________ (a) State taxes in Massachusetts, Florida, and Virginia make up the majority (greater than 50 percent) of the tax effect in this category. Deferred income tax asset and liability components consisted of the following: As of December 31, 2025 2024 (In millions) Deferred income tax assets: Deferred revenue $ 55.3 $ 41.5 F&I chargeback liabilities 10.5 11.7 Other accrued liabilities 5.4 4.2 Stock-based compensation 3.6 4.0 Operating lease right-of-use assets 62.3 56.2 Other, net 12.5 11.6 Total deferred income tax assets $ 149.6 $ 129.2 Deferred income tax liabilities: Intangible asset …

IncomeTaxDisclosureTextBlock · excerpt; the full note is in the filing

"LEASES We lease real estate and equipment primarily under operating lease agreements. For leases with terms in excess of 12 months, we record a right-of-use (""ROU"") asset and lease liability based on the present value of lease payments over the lease term. Escalation clauses, lease payments dependent on existing rates/indexes, renewal options, and purchase options are included within the determination of lease payments when appropriate. We have elected the practical expedient not to separate lease and non-lease components for all leases that qualify, except for information technology assets that are embedded within service agreements (such as software license arrangements). Leases are classified as either finance or operating, with classification impacting the pattern of expense recognition in the income statement. When available, the implicit rate is utilized to discount lease payments to present value; however, substantially all of our leases do not provide a readily determinable implicit rate. Therefore, we estimate our incremental borrowing rate to discount the lease payments based on information available at lease commencement. Balance Sheet Presentation As of December 31, Leases Classification 2025 2024 (In millions) Assets: Current Operating Assets held for sale $ 1.8 $ 1.9 Non-Current Operating Operating lease right-of-use assets 240.6 220.1 Finance Property and equipment, net 8.3 8.4 Total right-of-use assets $ 250.8 $ 230.4 Liabilities: Current Operating Current …

LesseeOperatingLeasesTextBlock · excerpt; the full note is in the filing

"Recent Accounting Pronouncements The Financial Accounting Standards Board (""FASB"") issued Accounting Standards Update (""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 …

NewAccountingPronouncementsPolicyPolicyTextBlock · excerpt; the full note is in the filing

REVENUE RECOGNITION Disaggregation of Revenue Revenue from contracts with customers consists of the following: For the Year Ended December 31, 2025 2024 2023 (In millions) Revenue: New vehicle $ 9,496.2 $ 8,849.7 $ 7,630.7 Used vehicle retail 4,549.6 4,605.9 4,017.5 Used vehicle wholesale 675.7 612.3 396.7 New and used vehicle 14,721.5 14,067.9 12,045.0 Sale of vehicle parts and accessories 511.5 516.2 496.3 Vehicle repair and maintenance services 1,995.3 1,838.5 1,585.3 Parts and service 2,506.8 2,354.7 2,081.5 Finance and insurance, net 770.6 766.0 676.2 Total revenue $ 17,999.0 $ 17,188.6 $ 14,802.7 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. Vehicle Repair and Maintenance Services Finance and Insurance, net Deferred Sales Commissions Total (In millions) Contract Assets, December 31, 2023 $ 20.5 $ 13.8 $ 68.4 $ 102.7 Transferred to receivables from contract assets recognized at the beginning of the period (20.5) (13.8) (34.3) Amortization of costs incurred to obtain a contract with a customer (19.5) (19.5) Costs incurred to obtain a con …

RevenueFromContractWithCustomerTextBlock · excerpt; the full note is in the filing

SEGMENT INFORMATION As of December 31, 2025, 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 is reflected within our TCA segment. Our Chief Operating Decision Maker (CODM) is our Chief Executive Officer who manages the business, regularly reviews financial information and allocates resources at the geographic region level for our dealerships and at the TCA segment level for our F&I product provider's operations. The geographic dealership group operating segments have been aggregated into one operating segment disclosed as the Dealerships reportable segment since their operations (i) have similar economic characteristics (our regions all have similar long-term average gross margins), (ii) offer similar products and services (all of our regions offer new and used vehicles, parts and service, and finance and insurance products), (iii) have similar customers, (iv) have similar distribution and marketing practices (all of our regions distribute products and services through dealership facilities that region to customers in similar ways), and (v) operate under similar regulatory environments. 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 befor …

SegmentReportingDisclosureTextBlock · excerpt; the full note is in the filing

"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 Companys 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 FTCs 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 FTCs administrative proceeding on the ground that the administrative proceeding was unconstitutional. Both the administrative proceeding and the Companys lawsuit remain pending. While the Company disputes the FTCs allegations, we are unable to reasonably predict the possible outcome of this …

CommitmentsAndContingenciesDisclosureTextBlock · excerpt; the full note is in the filing

Revenue from contracts with customers consists of the following: For the Three Months Ended June 30, 2026 2025 (In millions) Revenue: New vehicle $ 2,330.2 $ 2,303.9 Used vehicle retail 1,094.0 1,129.4 Used vehicle wholesale 141.9 156.3 New and used vehicle 3,566.2 3,589.7 Sale of vehicle parts and accessories 123.2 124.4 Vehicle repair and maintenance services 511.4 477.1 Parts and services 634.6 601.5 Finance and insurance, net 183.8 182.0 Total revenue $ 4,384.6 $ 4,373.1 For the Six Months Ended June 30, 2026 2025 (In millions) Revenue: New vehicle $ 4,431.0 $ 4,442.0 Used vehicle retail 2,153.6 2,208.3 Used vehicle wholesale 288.7 313.2 New and used vehicle 6,873.3 6,963.5 Sale of vehicle parts and accessories 250.9 249.9 Vehicle repair and maintenance services 1,010.5 939.2 Parts and services 1,261.4 1,189.1 Finance and insurance, net 362.9 368.9 Total revenue $ 8,497.6 $ 8,521.6

DisaggregationOfRevenueTableTextBlock

FLOOR PLAN NOTES PAYABLE Floor plan notes payable consisted of the following: As of June 30, 2026 December 31, 2025 (In millions) Floor plan notes payabletrade $ 303.3 $ 344.0 Floor plan notes payable offset account (2.6) (1.0) Floor plan notes payabletrade, net $ 300.7 $ 343.1 Floor plan notes payablenew non-trade $ 1,360.4 $ 1,509.6 Floor plan notes payableused non-trade 320.0 325.0 Floor plan notes payable offset account (141.7) (150.7) Floor plan notes payablenon-trade, net $ 1,538.8 $ 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 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 ce …

LongTermDebtTextBlock · excerpt; the full note is in the filing

"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 pract …

NewAccountingPronouncementsPolicyPolicyTextBlock · excerpt; the full note is in the filing

REVENUE RECOGNITION Disaggregation of Revenue Revenue from contracts with customers consists of the following: For the Three Months Ended June 30, 2026 2025 (In millions) Revenue: New vehicle $ 2,330.2 $ 2,303.9 Used vehicle retail 1,094.0 1,129.4 Used vehicle wholesale 141.9 156.3 New and used vehicle 3,566.2 3,589.7 Sale of vehicle parts and accessories 123.2 124.4 Vehicle repair and maintenance services 511.4 477.1 Parts and services 634.6 601.5 Finance and insurance, net 183.8 182.0 Total revenue $ 4,384.6 $ 4,373.1 For the Six Months Ended June 30, 2026 2025 (In millions) Revenue: New vehicle $ 4,431.0 $ 4,442.0 Used vehicle retail 2,153.6 2,208.3 Used vehicle wholesale 288.7 313.2 New and used vehicle 6,873.3 6,963.5 Sale of vehicle parts and accessories 250.9 249.9 Vehicle repair and maintenance services 1,010.5 939.2 Parts and services 1,261.4 1,189.1 Finance and insurance, net 362.9 368.9 Total revenue $ 8,497.6 $ 8,521.6 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. Vehicle Repair and Maintenance Services Finance and Insurance, net …

RevenueFromContractWithCustomerTextBlock · excerpt; the full note is in the filing

SEGMENT INFORMATION As of June 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 sho …

SegmentReportingDisclosureTextBlock · excerpt; the full note is in the filing