Every material Form 8-K Asbury Automotive filed with the SEC in 2025, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
Asbury Automotive Group said David Hult will step down as President and CEO and become Executive Chairman after its 2026 Annual Meeting of Stockholders, expected in May 2026. Chief Operating Officer Daniel Clara will become President and CEO on that date, and the company expects to nominate him to the Board. The filing covers leadership succession and Hult's amended employment terms, and it does not include financial results.
Transition takes effect after the 2026 Annual Meeting, expected in May 2026; Hult notified the company of his decision on December 4, 2025.
Hult's base salary is $750,000 through December 31, 2026, then $525,000 for 2027 and $300,000 from January 1, 2028.
If Hult is terminated without cause before December 31, 2027, he would receive 200% of base salary, 100% of target bonus, and 100% vesting of equity awards.
Clara's compensation arrangement as CEO has not been determined; the company will file an amendment when it is set.
Asbury Automotive Group reported third-quarter 2025 revenue of $4.8 billion, up 13% from a year earlier, and net income of $147 million, up 16%. Diluted EPS rose 18% to $7.52, and adjusted diluted EPS, a non-GAAP measure, rose 13% to $7.17 after excluding items such as $27 million of net gains on divestitures and $9 million of asset impairment.
Revenue of $4.8 billion, up 13%; gross profit of $803 million, up 12%
Diluted EPS of $7.52, up 18%; adjusted diluted EPS of $7.17, up 13%
Same store revenue up 5% and same store gross profit up 3%; total gross margin fell 23 basis points to 16.7%
Repurchased about 220,500 shares for $50 million in the quarter; about $226 million remained on the authorization as of September 30, 2025
Asbury Automotive reported second quarter 2025 net income of $153 million, or $7.76 per diluted share, compared with $28 million, or $1.39 per diluted share, in the same quarter of 2024. Revenue rose 3% to $4.4 billion and gross profit rose 3% to $752 million. The company also completed its acquisition of The Herb Chambers Automotive Group on July 21, 2025.
Revenue of $4.4 billion, up 3%; gross profit of $752 million, up 3%
Net income of $153 million ($7.76 per diluted share) vs. $28 million ($1.39) in Q2 2024
Adjusted EPS of $7.43 vs. $6.40 a year earlier, up 13%; prior-year results included $101 million of non-cash asset impairments
Herb Chambers acquisition completed July 21, 2025; group has approximately $3 billion in annual revenue
Asbury Automotive Group completed its acquisition of substantially all assets of The Herb Chambers Companies on July 21, 2025, for an aggregate net purchase price of approximately $1.45 billion. The deal adds 33 dealerships and 52 franchises in Massachusetts and Rhode Island, marking Asbury's entry into the Northeastern U.S. The purchase was funded with $750 million of added credit facility capacity, $546.5 million of real estate mortgage borrowings, and cash on hand, which adds significant debt for shareholders to consider.
Aggregate net purchase price of approximately $1.45 billion, including $750 million for goodwill and approximately $610 million for real estate and leasehold improvements
Senior Credit Facility expanded by $750 million; Real Estate Facility borrowings totaled $546,528,750 with a ten-year maturity
Acquired businesses had $3.2 billion in revenue in 2024 across 33 dealerships, 52 franchises and three collision centers
Financial statements and pro forma information will be filed by amendment within 71 calendar days
Asbury Automotive Group filed a transcript of its first-quarter 2025 earnings call, held April 29, 2025, reporting $4.1 billion in revenue, $724 million in gross profit and adjusted EPS of $6.82. Management cited a sales miss tied to weather and tariff-related uncertainty, and the filing gives no prior-year totals for comparison, so the direction of overall earnings cannot be confirmed from the filing alone.
Q1 2025 revenue of $4.1 billion, gross profit of $724 million, gross margin of 17.5%, and adjusted EBITDA of $240 million
Adjusted net income of $134 million and adjusted EPS of $6.82; adjusted operating margin of 5.8%
Used retail unit volume fell 8% year over year; same-store parts and service gross profit rose 5%
Pending $1.34 billion acquisition of Herb Chambers Automotive Group, with a stated plan to reduce leverage over 18 to 24 months
Asbury Automotive reported first quarter 2025 net income of $132 million, down 10% from $147 million a year earlier, and diluted EPS of $6.71 versus $7.21. Revenue fell 1% to $4.1 billion and gross profit fell 3% to $724 million. The company also announced a definitive agreement to acquire The Herb Chambers Automotive Group, which has approximately $3 billion in annual revenue.
Revenue of $4.1 billion, down 1%; gross profit of $724 million, down 3%
Net income of $132 million, down 10%; diluted EPS of $6.71 vs. $7.21 a year earlier; adjusted diluted EPS of $6.82
Definitive agreement to acquire The Herb Chambers Automotive Group, with approximately $3 billion in annual revenue
As of March 31, 2025, total liquidity of $964 million and transaction adjusted net leverage ratio of 2.75x
Asbury Automotive Group amended its 2023 Senior Credit Facility on April 9, 2025, increasing the revolving credit commitments from $500 million to $925 million and the new vehicle floor plan commitments from $1.925 billion to $2.25 billion. The increases take effect only when the previously announced acquisition of the Herb Chambers automotive group closes, so the amendment ties additional borrowing capacity to that deal.
Revolving credit commitments rise from $500 million to $925 million
New vehicle floor plan commitments rise from $1.925 billion to $2.25 billion
Increases take effect only upon consummation of the Herb Chambers acquisition
Amendment is filed as Exhibit 10.1 and was signed by CFO Michael D. Welch on April 9, 2025
Asbury Automotive Group's board appointed Senior Vice President of Operations Daniel E. Clara as Chief Operating Officer, effective February 17, 2025. His base salary rose from $750,000 to $800,000, and he received a $1.5 million equity grant, 60% in performance-based units and 40% in time-vested units.
Daniel E. Clara, age 45, appointed COO effective February 17, 2025; board action dated February 13, 2025
Base salary increased from $750,000 to $800,000
Equity grant of $1.5 million: 60% performance-based RSUs vesting over three years, 40% time-vested RSUs vesting in equal installments over three years
Clara joined the company in 2002; his COO role adds development and innovation and parts of marketing to store operations
Asbury Automotive Group agreed on February 14, 2025 to acquire substantially all assets of The Herb Chambers Companies for about $1.34 billion, covering 33 dealerships, 52 franchises and three collision centers in Massachusetts and Rhode Island. The company said the deal is expected to close late in the second quarter of 2025, subject to manufacturer approvals, regulatory clearances and other customary conditions, and that it will be funded with credit facility capacity, mortgage proceeds and cash. The size of the purchase is large relative to the deals described in the filing, and closing is not assured until those conditions are met.
Purchase price is about $1.34 billion, including $750 million for goodwill and about $590 million for real estate and improvements
The acquired businesses include 33 dealerships, 52 franchises and three collision centers; the seller retains the Mercedes-Benz of Boston dealership
Closing requires manufacturer approvals and Hart-Scott-Rodino waiting period expiration, and is expected late in the second quarter of 2025
Asbury will deliver $10 million in earnest money; the seller may owe a $100 million termination fee in some circumstances
Asbury Automotive reported fourth quarter 2024 revenue of $4.5 billion, up 18%, and net income of $129 million, up from $56 million a year earlier. Adjusted net income fell 2% to $143 million, and full-year 2024 diluted EPS fell 25% to $21.50, so the results point in mixed directions for shareholders.
Q4 2024 total revenue of $4.5 billion, an increase of 18%; GAAP diluted EPS of $6.54 versus $2.70 in Q4 2023
Q4 2024 adjusted diluted EPS of $7.26 versus $7.12 in Q4 2023, a 2% decrease in adjusted net income to $143 million
Full-year 2024 net income of $430 million ($21.50 per diluted share) versus $603 million ($28.74) in 2023
Approximately 830,000 shares repurchased for $183 million in 2024; about $276 million remained on the authorization at December 31, 2024
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