Form 4: Lithia Motors CFO Tina Miller's Stock Transactions

Lithia Motors CFO Tina Miller reported the acquisition of restricted stock units and the disposition of shares for tax purposes.

Summary

• Tina Miller, Chief Financial Officer of Lithia Motors Inc. (LAD), reported transactions on January 9, 2026.
• Acquired 12,747 restricted stock units (RSUs) at a price of $0. These RSUs were awarded on February 22, 2023, under a performance and time-vesting agreement, with the performance condition certified on the transaction date. They are set to vest on January 1, 2026, subject to continued employment.
• Acquired an additional 1,694 restricted stock units (RSUs) at a price of $0. These RSUs are scheduled to vest on January 1st of 2027, 2028, and 2029, contingent on continued employment.
• Disposed of 7,688 shares of common stock at a price of $332.33 per share. This disposition was specifically for the payment of taxes on the vesting of restricted stock units and was not an open market transaction.
• Following these reported transactions, Tina Miller's direct beneficial ownership stands at 16,885 shares of Lithia Motors Inc. Common Stock.

Sentiment

Score: 6

Explanation: The filing reports the vesting of performance-based restricted stock units, indicating the achievement of prior goals, and the grant of additional time-vesting units, which are generally positive for executive alignment and retention. The disposition of shares for tax purposes is a neutral, routine event.

Positives

• The award of 12,747 restricted stock units indicates the achievement of performance conditions established on February 22, 2023.
• The acquisition of an additional 1,694 restricted stock units further aligns the CFO's long-term interests with shareholder value through future vesting schedules.
• The vesting of RSUs serves as a mechanism for retaining key management personnel.

Negatives

• The disposition of 7,688 shares, valued at $332.33 each, for tax purposes reduces the CFO's direct shareholding, although this is a common and expected practice.

Future Outlook

The filing indicates future vesting events for 1,694 restricted stock units on January 1st of 2027, 2028, and 2029, contingent on continued employment.

Industry Context

This Form 4 reflects routine executive compensation practices, specifically the vesting and tax-related disposition of restricted stock units, which are common across various industries for aligning executive incentives with company performance and retention.

Comparison to Industry Standards

• The use of restricted stock units (RSUs) as a component of executive compensation, with performance and time-based vesting, is a standard practice in publicly traded companies, including those in the automotive retail sector like Lithia Motors.
• The disposition of shares to cover tax obligations upon vesting is also a common and expected procedure across industries.
• No specific comparable companies, projects, or results are mentioned in the filing to allow for a detailed comparison.

Stakeholder Impact

• Shareholders: The vesting and award of restricted stock units align the interests of the CFO with long-term shareholder value. The disposition of shares for tax purposes is a routine event with minimal impact.
• Employees: The filing pertains to executive compensation and does not directly impact the broader employee base.

Next Steps

• Continued employment of Tina Miller for future vesting of 1,694 restricted stock units on January 1, 2027, January 1, 2028, and January 1, 2029.

Key Dates

Keywords

Lithia Motors, LAD, Tina Miller, CFO, Form 4, SEC filing, insider transaction, restricted stock units, RSU, stock award, executive compensation, share disposition, tax withholding