阿斯伯里汽车集团 2025年度报告

☒ANNUAL REPORT PURSUANT TO SECTION13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF1934 For the fiscal year ended December 31, 2025 orTRANSITION REPORT PURSUANT TO SECTION13 OR 15(d)OF THE SECURITIES EXCHANGE ACTOF 1934For the transition period fromtoCommission file number: 001-31262 ASBURY AUTOMOTIVE GROUP,INC. (Exact name of Registrant as specified in its charter) Indicate by check mark whether the registrant has submitted electronically and posted on its website, if any, every Interactive Data File required to besubmitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit and post such files). YesNo Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or anemerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growthcompany" in Rule12b-2 of the Exchange Act. Large Accelerated Filer SmallerReportingCompany Non-Accelerated Filer If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with anynew or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment ofthe effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C.7262(b)) by the registered public accounting firm that prepared or issued its audit report.☒ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in thefiling reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether registrant is a shell company (as defined in Rule12b-2 of the Exchange Act). Yes☐No Based on the closing price of the registrant's common stock as of June 30, 2025, the aggregate market value of the common stock held by non-affiliatesof the registrant was $4.65 billion (based upon the assumption, solely for purposes of this computation, that all of the officers and directors of the registrantwere affiliates of the registrant). Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date: The number of shares ofcommon stock outstanding as of February18, 2026 was 19,257,920. DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant's definitive Proxy Statement for the 2026 Annual Meeting of Stockholders, to be filed within 120days after the end of theregistrant's fiscal year, are incorporated by reference into PartIII, Items 10 through 14 of this Annual Report on Form10-K. ASBURY AUTOMOTIVE GROUP,INC.ANNUAL REPORT ON FORM 10-KFOR THE YEAR ENDEDDECEMBER 31, 2025 PARTI Item1.BusinessItem1A.Risk FactorsItem1B.Unresolved Staff CommentsItem 1C.CybersecurityItem2.PropertiesItem3.Legal ProceedingsItem4.Mine Safety Disclosures PARTII Item5.Market for Registrant's Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities36Item 6.Reserved38Item7.Management's Discussion and Analysis of Financial Condition and Results of Operations38Item7A.Quantitative and Qualitative Disclosures About Market Risk58Item8.Financial Statements and Supplementary Data60Item9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure116Item9A.Controls and Procedures116Item9B.Other Information117Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections117 PARTIII Item10.Directors, Executive Officers, and Corporate Governance118Item11.Executive Compensation118Item12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters118Item13.Certain Relationships and Related Transactions, and Director Independence118Item14.Principal Accountant Fees and Services118 PARTIV Item15.Exhibits and Financial Statement SchedulesItem 16.Form 10-K SummarySIGNATURES 119122123 PART I. Forward-Looking InformationCertain of the discussions and information included or incorporated by reference in this report may constitute "forward-looking statements" within the meaning of the federal securities laws. Forward-looking statements are statements that are not historical in nature andmay include statements relating to our goals, plans and projections regarding industry and general economic trends, our expected financialposition, results of operations or market position and our business strategy. Such statements can generally be identified by words such as"may," "target," "could," "would," "will," "should," "believe," "expect," "anticipate," "plan," "intend," "foresee," and other similar words or