Every material Form 8-K Lithia Motors 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.
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
Briefs are written by AI from the filing text and can contain mistakes — open the filing before acting on anything. Impact (1-5) and tone are the AI's reading of the filing for shareholders, not a price forecast. Not investment advice.
Only material 8-Ks get a brief: results, deals, executive changes, restructuring, impairments, delisting notices, restatements, cybersecurity incidents and other disclosed events. Routine filings (vote results, exhibits only) are skipped. Every Lithia Motors filing is on SEC EDGAR ↗. 8-K briefs of other companies →