ASBURY AUTOMOTIVE GROUP INC

Previous wording

•general economic conditions and its expected impact on our revenue and expenses;

Current wording

•general economic conditions and their expected impact on our revenue and expenses;

Previous wording

•the ability to acquire and successfully integrate acquired businesses into our existing operations, 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;

Current wording

•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;

Previous wording

•the effects of increased expenses or unanticipated liabilities incurred as a result of, or due to activities related to our acquisitions or divestitures;

Current wording

•the effects of increased expenses or unanticipated liabilities incurred resulting from or due to activities related to our acquisitions or divestitures;

Previous wording

•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 including hurricanes and hail, civil unrest, both at home and abroad, product recalls, work stoppages or other occurrences that are outside of our control;

Current wording

•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;

Previous wording

•our ability to successfully operate, including our ability to maintain, and obtain future necessary regulatory approvals, for Total Care Auto, Powered by Landcar ("TCA"), our finance and insurance ("F&I ") product provider;

Current wording

•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;

Previous wording

•failure of our management information systems and our ability to successfully transition between key information systems, including our ability to successfully incorporate new technologies and transition to Tekion, a dealer management systems provider, from CDK, our existing DMS provider;

Current wording

•failure of our management information systems and our ability to successfully transition between key information systems, including our ability to successfully incorporate new technologies and continue our transition to Tekion, a dealer management systems ("DMS") provider, from CDK, another DMS provider;

Previous wording

•any data security breaches occurring, including with regard to PII;

Current wording

•any data security breaches occurring, including with regard to personally identifiable information ("PII");

Previous wording

•macroeconomic and geopolitical conditions, including global trade relations, changes to consumer and business confidence, international tensions, hostilities and instability, a slowdown in U.S. or global economic growth, higher rates of unemployment, changes in interest rates, inflation, and market volatility;

Current wording

•macroeconomic and geopolitical conditions, including global trade relations, changes to consumer and business confidence, international tensions, hostilities and instability, including the present dispute between the United States and Iran, a slowdown in U.S. or global economic growth, higher rates of unemployment, changes in interest rates, inflation, and market volatility;

Previous wording

•our ability to execute our initiatives and other strategies;

Current wording

•our ability to execute our initiatives and other strategies; and

Previous wording

•our ability to leverage scale and cost structure to improve operating efficiencies across our dealership portfolio; and

Current wording

•our ability to leverage scale and cost structure to improve operating efficiencies across our dealership portfolio.

Previous wording

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" 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.

Current wording

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" and "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" below 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.

Previous wording

We are one of the largest automotive retailers in the United States. As of September 30, 2025, through our Dealerships segment, we owned and operated 230 new vehicle franchises (175 dealership locations), representing 36 brands of automobiles, within 15 states. As of September 30, 2025, we also operated 39 collision centers, and Total Care Auto, Powered by Landcar ("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 services; and finance and insurance products. The finance and insurance products 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, 2025, our new vehicle revenue brand mix consisted of 31% luxury, 41% imports and 29% domestic brands. The Company manages its operations in two reportable segments: Dealerships and TCA.

Current wording

We are one of the largest automotive retailers in the United States. As of March 31, 2026, through our Dealerships segment, we owned and operated 202 new vehicle franchises (158 dealership locations), representing 34 brands of automobiles, within 14 states. We also operated 37 collision centers, and Total Care Auto, Powered by Asbury ("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 are provided by both TCA and independent third parties. The F&I products offered by TCA are sold through affiliated dealerships. For the three months ended March 31, 2026, our new vehicle revenue brand mix consisted of 40% imports, 35% luxury, and 26% domestic brands. The Company manages its operations in two reportable segments: Dealerships and TCA.

Previous wording

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, including 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.

Current wording

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.

Previous wording

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 have a material adverse effect on our results of operations.

Current wording

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.

Previous wording

In late January 2025, the U.S. government commenced a broad review of U.S. trade relations, following which it began issuing numerous executive orders and other public policy statements imposing or threatening to impose tariffs on certain countries, materials, and industries, including the automotive industry. Such tariffs include a 25% tariff on imports of automobiles and certain automobile parts, with different rates for some countries as a result of respective trade deals. In response, certain impacted countries have imposed or threatened various corresponding retaliatory tariffs and other actions. If maintained, these and other newly announced tariffs and actions and the potential escalation of trade disputes are expected to affect the automotive industry generally, including manufacturers, distributors and retailers of vehicles, parts and supplies. The extent of the tariffs and the resulting impact on general economic conditions and on our business are uncertain and depend on various factors, such as negotiations between the U.S. and affected countries, the duration of such tariffs, the responses of other countries or regions to such tariffs, the actual increases in the costs of vehicles, products and raw materials, and exemptions or exclusions that may be granted. Should 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.

Current wording

In late January 2025, the U.S. government commenced a broad review of U.S. trade relations, following which it began issuing numerous executive orders and other public policy statements imposing or threatening to impose tariffs on certain countries, materials, and industries, including the automotive industry. Such tariffs include a 25% tariff on imports of automobiles and certain automobile parts, with different rates for some countries as a result of respective trade deals. In response, certain impacted countries have imposed or threatened various corresponding retaliatory tariffs and other actions. These tariffs and tariff investigations were implemented under several legal frameworks, including Section 232 of the Trade Expansion Act of 1962, Section 301 of the Trade Act of 1974, and the International Emergency Economic Powers Act ("IEEPA"). In February 2026, the U.S. Supreme Court held that IEEPA does not authorize the President of the United States to impose tariffs, and the U.S. government has begun to process refunds of importers’ IEEPA-based tariff payments. However, the Supreme Court’s decision did not invalidate non-IEEPA-based tariff programs or authorities, and the U.S. government has announced its intention to pursue additional tariffs and has initiated tariff measures under Section 232 and Section 301, as well as under a balance-of-payments tariff provision in Section 122 of the Trade Act of 1974. The federal government may impose further tariffs under these or other statutory regimes or legal theories, and the application and enforcement of other tariffs may prove inconsistent over time. Uncertainty regarding the timing and completeness of IEEPA tariff refunds and future trade policy actions could affect the Company's cost structure and supply chain planning, as well as the automotive industry generally, including manufacturers, distributors and retailers of vehicles, parts and supplies. 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.

Previous wording

The Company's operating results for thethree andnine months ended September 30, 2025 include the results of the Herb Chambers Businesses acquired in the third quarter of 2025. Accordingly, the increases in revenue and gross profit for thethree andnine months ended September 30, 2025 compared to thethree andnine months ended September 30, 2024 are largely a result of this acquisition.

Current wording

The Company's operating results for thethree months ended March 31, 2026 include the results of the Herb Chambers Businesses acquired in the third quarter of 2025. Accordingly, thethree months ended March 31, 2026, includes increases in revenue and gross profit related to the Herb Chambers Businesses, which have been offset by declines in revenues and gross profits due to several dealership divestitures in the second through fourth quarters of 2025 and February 2026.

Previous wording

Income from operations during the three months ended September 30, 2025 increased by $9.9 million (4%) compared to three months ended September 30, 2024, primarily due to the $84.5 million (12%) increase in gross profit offset by a $60.6 million (13%) increase in selling, general and administrative expenses and an $11.7 million increase in asset impairment expense.

Current wording

Income from operations during the three months ended March 31, 2026 decreased by $40.4 million (17%) compared to the three months ended March 31, 2025, primarily due to a $54.0 million (12%) increase in selling, general and administrative expenses and a $3.4 million (18%) increase in depreciation and amortization expense, partially offset by a $14.3 million decrease in asset impairment expense and a $2.7 million increase in gross profit.

Previous wording

Total other expenses, net decreased by $20.6 million (33%) during the third quarter of 2025 as compared to the third quarter of 2024, primarily as a result of a $30.7 million increase in the gain on dealership divestitures, net offset by a $5.6 million increase in other interest expense, net and a $4.4 million increase in floor plan interest expense. Income before income taxes increased $30.5 million to $200.2 million for the three months ended September 30, 2025 as compared to the three months ended September 30, 2024. Overall, net income increased by $20.8 million during the third quarter of 2025 as compared to the third quarter of 2024.

Current wording

Total other income, net increased by $115.6 million during the three months ended March 31, 2026 as compared to the three months ended March 31, 2025, primarily as a result of a $121.6 million increase in gain on dealership divestitures, net, offset by a $5.7 million (14%) increase in other interest expense, net and a $0.4 million (2%) increase in floor plan interest expense. Income before income taxes increased $75.2 million (43%) to $250.6 million for the three months ended March 31, 2026 as compared to the three months ended March 31, 2025. Overall, net income increased by $55.7 million (42%) during the three months ended March 31, 2026 as compared to the three months ended March 31, 2025.

Previous wording

For the three months ended September 30, 2025, new vehicle revenue increased by $365.4 million (17%) due to an increase in new vehicle units sold of 5,463 (13%) and an $1,830 (4%) increase in revenue per new vehicle sold as compared to the three months ended September 30, 2024. Same store new vehicle revenue increased by $172.9 million, driven by an increase in new vehicles sold of 2,835 (7%) and a $663 (1%) increase in revenue per new vehicle sold as compared to the three months ended September 30, 2024.

Current wording

For the three months ended March 31, 2026, new vehicle revenue decreased by $37.3 million (2%) due to a decrease in new vehicle units sold of 2,214 (5%), partially offset by a $1,955 (4%) increase in revenue per new vehicle sold as compared to the three months ended March 31, 2025. Same store new vehicle revenue decreased by $186.7 million (9%), driven by a decrease in new vehicles sold of 4,344 (11%), partially offset by a $1,014 (2%) increase in revenue per new vehicle sold as compared to the three months ended March 31, 2025.

Previous wording

For the three months ended September 30, 2025, new vehicle gross profit and same store new vehicle gross profit increased by $10.6 million (7%) and decreased by $5.6 million (4%), respectively. Same store new vehicle gross margin for the three months ended September 30, 2025, decreased 79 basis points to 6.2%. A 58 basis points 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 easing of new vehicle inventory constraints which softened the historically high new vehicle margins seen in recent years.

Current wording

For the three months ended March 31, 2026 new vehicle gross profit and same store new vehicle gross profit decreased by $14.6 million (10%) and $26.9 million (20%), respectively. Same store new vehicle gross margin for the three months ended March 31, 2026 decreased 81 basis points to 5.9%. A 57 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 easing of new vehicle inventory constraints which softened the historically high new vehicle margins seen in recent years, combined with affordability constraints which have also served to compress margins.

Previous wording

The seasonally adjusted annual rate ("SAAR") for new vehicle sales in the U.S. during the three months ended September 30, 2025, was approximately 16.3 million which increased as compared to approximately 15.6 million during the three months ended September 30, 2024. The increase in SAAR period over period reflects higher consumer demand for new vehicles driven by automobile tariff uncertainty and expiring electric vehicle federal tax credits. We also continue to be impacted by the significant variation in new vehicle days supply among brands and models.

Current wording

The seasonally adjusted annual rate ("SAAR") for new vehicle sales in the U.S. during the three months ended March 31, 2026 was approximately 15.6 million which decreased as compared to approximately 16.5 million during the three months ended March 31, 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 quarter of 2025 that did not recur in the first quarter of 2026. In addition, severe weather events in January and February 2026 led to a decrease in new unit sales during the three months ended March 31, 2026 as compared to the same period in the prior year. We also continue to be impacted by the significant variation in new vehicle days supply among brands and models.

Previous wording

For the three months ended September 30, 2025, used vehicle revenue increased by $117.5 million (9%) compared to the same period of the prior year, due to a $78.3 million (7%) increase in used vehicle retail revenue and a $39.3 million (27%) increase in used vehicle wholesale revenue. Same store used vehicle revenue increased by $22.0 million, largely due to a $28.3 million (20%) increase in used vehicle wholesale revenue, offset by a $6.4 million (1%) decrease in used vehicle retail revenue. Total used vehicle retail unit sales increased by 1% while same store used vehicle retail unit sales decreased by 4% during the three months ended September 30, 2025 as compared to the three months ended September 30, 2024. Used vehicle revenue and unit volumes have been negatively impacted by the lack of inventory availability, especially in vehicles with lower mileage. Revenue per used vehicle retailed increased in the third quarter of 2025, on both an all store and same store basis.

Current wording

For the three months ended March 31, 2026, used vehicle revenue decreased by $29.5 million (2%) compared to the same period of the prior year, due to a $19.3 million (2%) decrease in used vehicle retail revenue and a $10.1 million (6%) decrease in used vehicle wholesale revenue. Same store used vehicle revenue decreased by $132.8 million (12%), due to a $104.5 million (11%) decrease in used vehicle retail revenue and a $28.3 million (19%) decrease in used vehicle wholesale revenue. Total used vehicle retail unit sales decreased by 6% on an all store basis and by 12% on a same store basis during the three months ended March 31, 2026 as compared to the three months ended March 31, 2025. While revenue per used vehicle retailed increased on both an all store and same store basis by 5% and 1%, 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 March 31, 2026 as compared to the three months ended March 31, 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 were negatively impacted by severe weather in January and February, 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.

Previous wording

For the three months ended September 30, 2025, total Company and same store used vehicle retail gross profit margins increased by 13 basis points and decreased by 9 basis points, respectively, as compared to the three months ended September 30, 2024. Increases in used vehicle gross margins on a total Company basis were largely driven by the addition of the Herb Chambers Dealerships during the three months ended September 30, 2025 as compared to the three months ended September 30, 2024.

Current wording

For the three months ended March 31, 2026, both the total company and same store used vehicle retail gross profit margin increased by 58 basis points, respectively, as compared to the three months ended March 31, 2025. The used vehicle retail gross margin increased from 5.2% to 5.8% on an all store basis and increased from 5.4% to 5.9% on a same store basis. We attribute the increases in used vehicle retail gross profit margins to strong execution around sourcing and disciplined focus on profitability over units sold. Additionally, the increase in used vehicle gross margins on a total company basis was driven by the addition of the Herb Chambers Dealershipsin thethree months ended March 31, 2026 as compared to the three months ended March 31, 2025.

Previous wording

For the three months ended September 30, 2025, used vehicle retail gross profit margins increased from 4.9% to 5.0% for all stores and decreased 5.0% to 4.9% on a same store basis when compared to the same period of the prior year. Used vehicle retail gross profit increased $5.4 million (10%) for the three months ended September 30, 2025 as compared to the three months ended September 30, 2024 and decreased $1.3 million (2%) on a same store basis for the same periods. On a total company and same store basis, our gross profit per used vehicle retailed increased $130 (9%), and $22 (1%), respectively, when compared to the prior year period, which was primarily driven by increases in used vehicle market prices due to the tight used vehicle inventory market.

Current wording

Used vehicle retail gross profit increased $5.2 million (9%) for the three months ended March 31, 2026 as compared to the three months ended March 31, 2025 and decreased $0.5 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 by $261 (16%) and $201 (12%), 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.

Previous wording

The $66.3 million (11%) increase in parts and service revenue was primarily due to a $43.7 million (14%) increase in customer pay revenue, a $19.0 million (21%) increase in warranty revenue, a $2.6 million (1%) increase in wholesale parts revenue and a $1.0 million (1%) increase in collision revenue. Same store parts and service revenue increased by $24.5 million (4%) to $591.1 million during the three months ended September 30, 2025 from $566.6 million during the three months ended September 30, 2024. The increase in same store parts and service revenue was due to a $19.3 million (6%) increase in customer pay revenue, a $6.9 million (8%) increase in warranty revenue and a $1.2 million (1%) increase in wholesale parts revenue, partially offset by a $3.0 million (4%) decrease in collision revenue. The average age of vehicles in 2025 is historically high at 12.8 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.

Current wording

The $39.2 million (7%) increase in parts and service revenue was primarily due to a $25.1 million (8%) increase in customer pay revenue, a $15.2 million (16%) increase in warranty revenue, and a $2.0 million (2%) increase in wholesale parts revenue, partially offset by a $3.1 million (5%) decrease in collision revenue. Same store parts and service revenue increased by $2.3 million to $533.6 million during the three months ended March 31, 2026 from $531.4 million during the three months ended March 31, 2025. The increase in same store parts and service revenue was due to a $3.8 million (1%) increase in customer pay revenue, a $3.3 million (3%) increase in wholesale parts revenue, and a $1.3 million (2%) increase in warranty revenue, partially offset by a $6.1 million (10%) decrease in collision revenue. The average age of vehicles in 2026 is historically high at 12.8 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.

Previous wording

For the three months ended September 30, 2025, total parts and service gross profit increased by $52.0 million (15%) to $389.1 million and same store total parts and service gross profit increased by $24.2 million (7%) to $347.6 million when compared to the same period of the prior year. The all store and same store increase is primarily due to increased customer pay and warranty volume, which is in line with the increasing trend of aged vehicles.

Current wording

For the three months ended March 31, 2026, total parts and service gross profit increased by $22.5 million (7%) to $365.1 million and same store total parts and service gross profit decreased by $3.8 million (1%) to $309.3 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.

Previous wording

F&I revenue, net increased by $14.9 million (8%) during the third quarter of 2025 when compared to the third quarter of 2024, as a result of a 7% increase in total retail units sold and a $41 (2%) increase in F&I per vehicle retailed.

Current wording

F&I revenue, net decreased by $7.9 million (4%) during the three months ended March 31, 2026 when compared to the three months ended March 31, 2025, as a result of a 6% decrease in total retail units sold, partially offset by a $41 (2%) increase in F&I per vehicle retailed.

Previous wording

On a same store basis, F&I revenue, net increased by $2.1 million (1%) during the three months ended September 30, 2025 when compared to the three months ended September 30, 2024, primarily due toa 2% increasein total retail units sold. 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 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.

Current wording

On a same store basis, F&I revenue, net decreased by $19.4 million (11%) during the three months ended March 31, 2026 when compared to the three months ended March 31, 2025, primarily due to a 12% decrease in total retail units sold. 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.

Previous wording

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, 2025, TCA generated $23.7 million revenue, after dealership eliminations, consisting primarily of earned premiums and $5.5 million investment income from the investment portfolio. F&I revenue decreased by $5.9 million (20%) for the three months ended September 30, 2025 as compared to the three months ended September 30, 2024 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.

Current wording

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 March 31, 2026, TCA generated $25.2 million revenue, after dealership eliminations, consisting primarily of earned premiums and $5.5 million investment income from the investment portfolio. F&I revenue decreased by $5.8 million (19%) for the three months ended March 31, 2026 as compared to the three months ended March 31, 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.

Previous wording

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, 2025, TCA recorded $13.2 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.

Current wording

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 March 31, 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.

Previous wording

SG&A expense as a percentage of gross profit increased 71 basis points from 65.0% for the three months ended September 30, 2024 to 65.7% for thethree months ended September 30, 2025, while same store SG&A expense as a percentage of gross profit decreased 58 basis points to 64.0% over the same period in 2025. The increase in SG&A expense as a percentage of gross profit on a total company basis during the three months ended September 30, 2025 is primarily due to an increase of $30.6 million in personnel expenses driven by the Herb Chambers acquisition and an increase in other expenses of $24.9 million due to transaction costs incurred of $9.6 million associated with the Herb Chambers acquisition and other outside service costs related to legal and professional fees incurred. The decrease in SG&A expense as a percentage of gross profit on a same store basis during the three months ended September 30, 2025 is primarily the result of higher gross profits for the three months ended September 30, 2025 as compared to the three months ended September 30, 2024.

Current wording

SG&A expense as a percentage of gross profit increased 720 basis points from 63.0% for thethree months ended March 31, 2025 to 70.2% for thethree months ended March 31, 2026, while same store SG&A expense as a percentage of gross profit increased 635 basis points from 62.4%to 68.7% over the same period. The increase in SG&A expense as a percentage of gross profit on a total company basis during the three months ended March 31, 2026 is primarily due to the relatively flat gross profit for the three months ended March 31, 2026 as compared to the three months ended March 31, 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. The increase in SG&A expense as a percentage of gross profit on a same store basis for the three months ended March 31, 2026 is the result of higher SG&A expense and lower gross profit for the three months ended March 31, 2026 as compared to the three months ended March 31, 2025. On a same store basis, personnel costs decreased by $16.1 million (1.1%) for the three months ended March 31, 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 $14.8 million (2.6%) primarily due to a $10.0 million cyber insurance recovery received in 2025. Lastly, other expense increased on a same store basis by $6.1 million (2.3%) due to $6.1 million of Tekion implementation costs.

Previous wording

Other interest expense increased $5.6 million (12%) during the three months ended September 30, 2025 from $45.7 million during the three months ended September 30, 2024 to $51.3 million. This increase was primarily due to a $5.3 million increase in our mortgage facilities interest expense as a result of borrowings incurred in connection with the Herb Chambers acquisition.

Current wording

Other interest expense increased $5.7 million (14%) from $42.3 million during the three months ended March 31, 2025 to $48.0 million during the three months ended March 31, 2026. This increase was primarily due to a $1.8 million increase in our mortgage facilities interest expense and $2.1 million of credit facility interest expense as a result of borrowings incurred in connection with the Herb Chambers acquisition.

Previous wording

The $45.4 million (44%) increase in income tax expense was primarily the result of a $175.8 million (44%) increase in income before income taxes. For the nine months ended September 30, 2025, our effective income tax rate was 25.5% compared to 25.3% in the comparative period, respectively, which differed from the U.S. statutory rate primarily due to the favorable effects of the windfall component of equity compensation as well as the favorable effects of amended state income tax returns, which are discrete items, and unfavorable effects of various permanent tax adjustments such as executive compensation. We estimate our effective tax rate for the year ended December 31, 2025 at 25.5%. This estimated effective tax rate includes the effects of the deferred tax impact related to an increase in our estimated future state effective tax rate due to the acquisition of the Herb Chambers Dealerships.

Current wording

The $19.4 million increase in income tax expense was primarily the result of a $75.2 million increase in income before income taxes. Our effective tax rate for the three months ended March 31, 2026 was 25.0% compared to 24.7% in the prior year comparative period, which differed from the U.S. statutory rate primarily due to the unfavorable effects of the shortfall component of equity compensation as well as the favorable effects of amended state income tax returns, which are discrete items, and unfavorable effects of various permanent tax adjustments such as executive compensation. We estimate our effective tax rate for the year ended December 31, 2026 at approximately 25%. This estimated effective tax rate includes the effects of the tax benefits related to the purchase of transferable tax credits.

Previous wording

As of September 30, 2025, we had total available liquidity of $686.9 million, which consisted of cash and cash equivalents of $21.2 million (excluding $11.0 million held by TCA), available funds in our floor plan offset accounts of $108.7 million, $548.7 million of availability under our revolving credit facility and $8.3 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, 2025, these financial covenants did not further limit our availability under our other credit facilities.

Current wording

As of March 31, 2026, we had total available liquidity of $1.15 billion, which consisted of cash and cash equivalents of $6.4 million (excluding $18.9 million held by TCA), available funds in our floor plan offset accounts of $229.7 million, $779.9 million of availability under our revolving credit facility and $136.7 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 March 31, 2026, these financial covenants did not further limit our availability under our other credit facilities.

Previous wording

On May 15, 2024, the Company announced that its Board of Directors approved an increase of $256.2 million in the Company's common share repurchase authorization to $400.0 million (the "New Share Repurchase Authorization"). As of September 30, 2025, the Company had $225.9 million remaining on its share repurchase authorization. The extent that 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.

Current wording

On February 25, 2026, the Company announced that its Board of Directors approved an increase of $424.0 million in the Company's common share repurchase authorization to $500.0 million (the "New Share Repurchase Authorization"). As of March 31, 2026, the Company had $453.0 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.

Previous wording

During both 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 nine months ended September 30, 2025.

Current wording

During the three months ended March 31, 2026, the Company repurchased and retired 678,243 shares of our common stock under our share repurchase program. The cash paid for these share repurchases was $147.0 million for the three months ended March 31, 2026. There were no share repurchases during the three months ended March 31, 2025.

Previous wording

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.

Current wording

During the three months ended March 31, 2026 and 2025, the Company repurchased 37,420 and 42,780 shares of our common stock for $9.8 million and $12.5 million, respectively, from employees in connection with a net share settlement feature of employee equity-based awards.

Previous wording

Net cash provided by operating activities totaled $623.3 million and $427.0 million, for the nine months ended September 30, 2025 and 2024, respectively. Adjusted cash flow provided by operating activities totaled $542.6 million and $487.2 million, for the nine months ended September 30, 2025 and 2024, 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.

Current wording

Net cash provided by operating activities totaled $223.2 million and $225.0 million, for the three months ended March 31, 2026 and 2025, respectively. Adjusted cash flow provided by operating activities totaled $166.5 million and $187.4 million for the three months ended March 31, 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.

Previous wording

The $55.4 million increase in adjusted cash flow provided by operating activities for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024, was primarily the result of the following:

Current wording

The $20.9 million decrease in adjusted cash flow provided by operating activities for the three months ended March 31, 2026 compared to the three months ended March 31, 2025, was primarily the result of the following:

Previous wording

•decrease of $13.4 million in net income and non-cash adjustments to net income.

Current wording

•decrease of $67.1 million in net income and non-cash adjustments to net income; and