Every material Form 8-K Lithia Motors has filed with the SEC since February 12, 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.
Lithia reported record third-quarter revenue of $9.9 billion, up 3%, and GAAP diluted earnings per share of $13.22, up 54%, helped by an unrealized investment gain. Adjusted net income fell 5% to $229.3 million, and the board approved a $0.75 per share dividend, which the company says is a 7% increase. Bryan DeBoer was also named Chairman, combining that role with his CEO position.
Third-quarter revenue rose 3% to $9.9 billion; diluted EPS was $13.22 versus $8.61, and adjusted diluted EPS was $10.34 versus $9.50 (up 9%).
Adjusted net income was $229.3 million, down 5% from $240.9 million; the company cites an unrealized gain on its Pinewood Technologies investment as a key GAAP adjustment.
Quarterly dividend of $0.75 per share, payable November 20, 2026 to holders of record on November 6, 2026.
Bryan DeBoer became Chairman effective October 19, 2026 while remaining CEO; Sidney B. DeBoer became Vice Chairman.
Lithia Motors said director Heidi L. O'Neill resigned from its Board of Directors, effective September 25, 2026, citing personal reasons. The company said the resignation was not due to any disagreement with it on its operations, policies, or practices.
Heidi L. O'Neill notified the Board of her resignation on September 25, 2026, effective the same day.
The company said the resignation is for personal reasons and not the result of any disagreement.
The filing does not name a replacement director or describe any compensation arrangement.
Lithia Motors reported second-quarter 2026 revenue of $9.8 billion, up 2% from a year earlier, and diluted EPS of $11.54, up 17%. Adjusted diluted EPS rose 9% to $10.03, but adjusted net income fell 6% to $227.6 million, and the GAAP EPS gain includes an unrealized gain on its Pinewood Technologies investment. The company also declared a $0.70 per share dividend payable August 21, 2026, and the release says the quarterly dividend was raised 23%.
Revenue of $9.8 billion, up 2% from $9.6 billion in Q2 2025
Diluted EPS $11.54 vs. $9.87; adjusted diluted EPS $10.03 vs. $9.20; first-half diluted EPS $15.68, down 12%
Dividend of $0.70 per share: record date August 7, 2026, payment date August 21, 2026
Repurchased $242 million of shares in Q2; about $620 million remains under the authorization as of June 30, 2026
Lithia Motors reported first-quarter 2026 revenue of $9.3 billion, up 1% from $9.2 billion a year earlier, but diluted earnings per share attributable to LAD fell 46% to $4.28 from $7.94. Adjusted diluted EPS was $7.34, down 7%, after excluding an unrealized loss on its Pinewood Technologies investment and other non-core items. The board also approved a $0.57 per share dividend payable May 22, 2026.
Q1 2026 revenue was $9.3 billion, up 1% from $9.2 billion in Q1 2025
Net income was $102.0 million, down 51.7%; adjusted net income was $173.3 million, down 18%
Diluted EPS was $4.28 versus $7.94; adjusted diluted EPS was $7.34 versus $7.93
$0.57 per share dividend payable May 22, 2026 to shareholders of record on May 8, 2026
Lithia Motors entered into a Seventh Amendment to its Fourth Amended and Restated Loan Agreement with U.S. Bank National Association as administrative agent, dated February 27, 2026. The amendment extends the credit facility's expiration date to February 27, 2031, and resets the financing commitment allocations across floorplan and revolving credit lines. For shareholders, the filing describes a longer-dated credit facility and changes to how financing is allocated, but it does not state any new borrowing amount or cost.
Credit facility expiration extended to February 27, 2031, with annual 1-year extension options subject to lender consent and other conditions
Upon election to convert to VIN-specific reporting, New Vehicle Floorplan $2.7 billion, Used Vehicle Floorplan $1.25 billion, Service Loaner Floorplan $150 million, Revolving Line of Credit $2.4 billion
Lithia Motors said George Hines, its Senior Vice President and Chief Innovation and Technology Officer, will transition out of that executive role effective March 1, 2026, as the company aligns technology teams more closely with the businesses they support. Core technology functions will now report to CFO Tina Miller and Chief Customer Officer Dianna du Preez. Mr. Hines will stay on in a non-executive role and continue on the Pinewood.AI board.
George Hines leaves his role as SVP, Chief Innovation and Technology Officer effective March 1, 2026
Core technology functions move to report to Tina Miller, CFO, and Dianna du Preez, Chief Customer Officer
Mr. Hines remains with the company in a non-executive role and continues on the Pinewood.AI public board
Lithia & Driveway reported fourth quarter 2025 results, with revenue up 0.3% to $9.20 billion while diluted earnings per share fell 28% to $5.72 from $7.98. For the full year, revenue reached a record $37.63 billion and diluted EPS rose 10% to $32.32, and the company also declared a $0.55 per share dividend.
Q4 2025 revenue rose 0.3% to $9.20 billion; diluted EPS was $5.72, down 28%, and adjusted diluted EPS was $6.74, down 12%.
Full year 2025 revenue increased 4.0% to a record $37.63 billion; full year diluted EPS was $32.32, up 10%.
Board approved a $0.55 per share dividend, payable March 20, 2026 to shareholders of record on March 6, 2026.
The company repurchased $947 million of shares in 2025, or 11.4% of shares outstanding, with about $621.6 million remaining under the current authorization.
Lithia Motors reported third-quarter 2025 revenue of $9.7 billion, up 5% from a year earlier, and diluted earnings per share of $8.61, up 11%. Adjusted diluted EPS was $9.50, up 17%, after excluding non-core items worth $0.89 per share, while GAAP net income was $219 million, down 1.1%. The company also declared a $0.55 per share dividend and repurchased 5.1% of its outstanding shares in the quarter.
Q3 2025 revenue $9.7 billion, up 5% from $9.2 billion; diluted EPS $8.61 vs. $7.73 a year earlier
Adjusted diluted EPS $9.50, up 17% from $8.14; GAAP net income $219 million, down 1.1%
Dividend of $0.55 per share payable November 21, 2025 to holders of record November 7, 2025
Repurchased about 1,312,000 shares in Q3 at a weighted average price of $312; about $889.3 million remains under the authorization
Lithia Motors' board expanded from seven to nine directors and elected Heidi O'Neill, former Nike president, and Richard Bailey, president of Southern Oregon University, to fill the new seats effective October 1, 2025. Both will sit on the audit committee and receive non-employee director compensation, including a $100,000 annual retainer and restricted stock units valued at about $113,750 each.
Board expanded from seven to nine directors; O'Neill and Bailey elected effective October 1, 2025.
Each director receives a $100,000 annual retainer, pro-rated for the 2025-2026 service year, plus RSUs with an aggregate value of about $113,750.
Both will serve on the audit committee.
The company donated about $833,000 in 2024 and about $666,000 so far in 2025 to the Southern Oregon University Foundation.
Lithia Motors completed a private offering of $600 million in 5.500% senior notes maturing October 1, 2030. The company plans to use the net proceeds to repay part of its revolving credit line borrowings, which it may reborrow for general corporate purposes, including acquisitions.
Principal amount: $600 million; interest of 5.500% paid semi-annually from April 1, 2026
Maturity date is October 1, 2030; company may redeem on or after October 1, 2027
Notes are senior unsecured and rank effectively below secured debt, including credit facilities and floor plan financing
Indenture with U.S. Bank Trust Company, National Association, as trustee, includes limits on sale-leasebacks, liens and mergers
Lithia Motors entered into a Sixth Amendment to its Fourth Amended and Restated Loan Agreement with U.S. Bank National Association as administrative agent on August 6, 2025. The amendment raises the total financing commitment from $6.0 billion to $6.5 billion, with an option to expand to $7.0 billion subject to lender approval.
Total financing commitment rises from $6.0 billion to $6.5 billion, expandable to $7.0 billion with lender approval
Initial allocations: New Vehicle Floorplan $3.0 billion, Revolver $2.5 billion, Used Vehicle Floorplan $900 million, Service Loaner Floorplan Facility $100 million
Financing Operations interest expense is removed from the fixed charge coverage ratio
Lithia Motors reported second quarter 2025 revenue of $9.6 billion, up 4% from a year earlier, and diluted earnings per share of $9.87, up 25%. That EPS figure includes a $1.03 per-share unrealized gain on its Pinewood Technologies investment, and the company also declared a $0.55 per share dividend. Shareholders see higher profit on modestly higher sales, with the EPS gain partly reflecting the Pinewood investment gain.
Second quarter revenue rose 4% to $9.6 billion from $9.2 billion; net income was $258 million, up 19.2%.
Diluted EPS was $9.87 versus $7.87 a year earlier; adjusted diluted EPS was $10.24, up 30%.
Board approved a $0.55 per share dividend, payable August 22, 2025 to holders of record on August 8, 2025.
Chief People Officer Gary Glandon will retire effective December 31, 2025; succession planning is underway.
Lithia & Driveway reported first-quarter 2025 revenue of $9.2 billion, up 7% from $8.6 billion a year earlier, and diluted earnings per share of $7.94, up 35% from $5.89. Adjusted diluted EPS was $7.66, up 25%, after excluding a net $0.28 per share of non-core items. The board also approved a dividend of $0.55 per share, a 4% increase, payable May 23, 2025.
Revenue of $9.2 billion, up 7% from $8.6 billion in the first quarter of 2024
Diluted EPS of $7.94 vs. $5.89; adjusted diluted EPS of $7.66 vs. $6.11, up 25%
Net income of $211 million, up 28.0% from $165 million
Dividend of $0.55 per share payable May 23, 2025 to holders of record on May 9, 2025; about 403,000 shares repurchased in the first quarter
Lithia Motors said Executive Vice President and Chief Operating Officer Adam A. Chamberlain will resign effective June 1, 2025 to become CEO of Mercedes-Benz USA. Regional presidents and vice presidents will report directly to CEO Bryan DeBoer after his departure, so the change affects the company's operating structure at the senior level.
Adam A. Chamberlain's resignation as EVP and Chief Operating Officer is effective June 1, 2025.
Chamberlain is moving to become CEO of Mercedes-Benz USA.
Regional presidents and regional vice presidents will report directly to Bryan DeBoer, Chief Executive Officer.
The filing was signed April 15, 2025 by David Stork, Chief Administrative Officer and Senior Vice President.
Lithia Motors said director David J. Robino informed the company on February 27, 2025 that he will not stand for reelection to the Board at the 2025 Annual Meeting of Shareholders. The Board intends to reduce its size from eight to seven members when his term expires.
David J. Robino informed the company on February 27, 2025 of his decision.
His term expires at the 2025 Annual Meeting of Shareholders.
The Board intends to reduce its size from eight to seven members.
Lithia & Driveway reported fourth-quarter 2024 revenue of $9.2 billion, up 20% from a year earlier, and a 5% rise in diluted earnings per share to $8.12. Adjusted diluted EPS fell 6% to $7.79, and full-year 2024 diluted EPS fell 18% to $29.65, so shareholders see higher sales alongside lower profit per share. The company also declared a $0.53 per share dividend.
Q4 2024 revenue rose 20% to $9.2 billion from $7.7 billion; diluted EPS was $8.12 versus $7.74, while adjusted diluted EPS was $7.79 versus $8.32
Full-year 2024 revenue rose 17% to a record $36.2 billion; diluted EPS was $29.65, down 18% from $36.29
Insurance proceeds, partly offset by currency losses, added $0.17 to Q4 2024 diluted EPS
Dividend of $0.53 per share payable March 21, 2025 to shareholders of record as of March 7, 2025
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