ASBURY AUTOMOTIVE GROUP INC

Consistent with the approach in prior years, payouts for 2024 were intended to reward a number of significant achievements, particularly in light of our overall, and each individual officer’s, performance, in successfully executing on the Company's success and progress of integrating acquisitions, the advancement of the Company’s environmental, social and governance ("ESG") strategy, and the Company's operating margin relative to automotive retail peers. In addition, the following results and achievements in 2024 impacted actual payouts and the overall compensation of our executive officers under our incentive compensation programs for 2024:

–our Adjusted EBITDA was $980 million, a decline of 13.5% over 2023;

–our adjusted diluted EPS was $27.24, a decline of 16.5% over 2023; and

–our adjusted operating margin was 5.8%, which is the highest amongst the Automotive Peer Group.

For an explanation of non-GAAP measures and a reconciliation to GAAP, please see Appendix A.

In determining the applicable payouts, the Committee considered each of the results above in light of the 2024 SAAR level, which impacted gross profits from new vehicle sales.