ASBURY AUTOMOTIVE GROUP INC

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Asbury Automotive Group, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

(770) 418-8200

April 3, 2024

Dear Stockholders,

On behalf of the Board of Directors and management of Asbury Automotive Group, Inc., we cordially invite you to attend our 2024 Annual Meeting of Stockholders.

As you know, an important aspect of the annual meeting process is the vote by stockholders on corporate business. The matters to be voted on are described in the notice of meeting and the proxy statement. We value your vote and urge you to exercise your rights as a stockholder to vote. Whether or not you plan to attend the meeting, please read the enclosed proxy statement and complete, sign and date the enclosed proxy card and return it as promptly as possible in the accompanying postage paid envelope or vote by telephone or the Internet. This will ensure that your shares are represented at the meeting.

Sincerely,

David W. Hult

President, Chief Executive Officer and Director

YOUR VOTE IS IMPORTANT

NOTICE OF THE 2024 ANNUAL MEETING OF STOCKHOLDERS

AND IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS

FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON

MAY 14, 2024

To Our Stockholders:

The 2024 Annual Meeting of Stockholders of Asbury Automotive Group, Inc. (the “2024 Annual Meeting”) will be held at our corporate headquarters located at 2905 Premiere Parkway NW, Duluth, Georgia 30097 on May 14, 2024, at 8:00 a.m., Eastern Time, for the purpose of considering and acting upon the following proposals:

Only stockholders of record, as of 5:00 p.m., Eastern Time, on March 25, 2024 are entitled to notice of, to attend, and to vote at, the 2024 Annual Meeting and any adjournments or postponements of the 2024 Annual Meeting. A list of these stockholders will be available for inspection by stockholders during normal business hours during the ten day period immediately prior to the 2024 Annual Meeting at our corporate headquarters located at 2905 Premiere Parkway NW, Suite 300, Duluth, Georgia 30097. Participation in the 2024 Annual Meeting is limited to stockholders of record as of March 25, 2024 and guests will not be permitted to attend.

Your vote is important. Please vote as promptly as possible using any of the following methods:

This proxy statement and the Company’s 2023 Annual Report on Form 10-K are available on the Internet atwww.proxyvote.com.

BY ORDER OF THE BOARD OF DIRECTORS,

George A. Villasana

Senior Vice President, Chief Legal Officer & Secretary

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PROXY STATEMENT

This proxy statement is furnished in connection with the solicitation of proxies by Asbury Automotive Group, Inc. (“Asbury”, the “Company”, “we”, “us” or “our”) on behalf of the Board of Directors (the “Board”) for the 2024 Annual Meeting of Stockholders (the "2024 Annual Meeting"), including all adjournments or postponements of the 2024 Annual Meeting. The accompanying Notice of the 2024 Annual Meeting and Important Notice Regarding the Availability of Proxy Materials for the 2024 Annual Meeting to be held on May 14, 2024, this proxy statement and proxy card are first being mailed to stockholders, and made available on the Internet, on or about April 3, 2024. A copy of the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 is included with these materials.