ACQUISITIONS AND DIVESTITURES

6 Months Ended

Jun. 30, 2026

Discontinued Operations and Disposal Groups [Abstract]

Herb Chambers Acquisition

On July 21, 2025, we completed the acquisition of The Herb Chambers Companies (collectively, the "Businesses"). The Herb Chambers acquisition continues Asbury's geographic expansion into the northeast region of the United States.

As a result of the Herb Chambers acquisition, we acquired substantially all of the assets of the Businesses, including the real property related thereto, for a total preliminary purchase price of approximately $1.76 billion, which includes $292.0 million of new vehicle floor plan financing, $300.0 million of used vehicle financing, $623.3 million of borrowing under a revolving credit facility, and $546.5 million of borrowing under a real estate facility. The Businesses comprise 33 dealerships, 52 franchises and three collision centers. The Businesses are included within our Dealerships segment.

The sources of the preliminary purchase consideration are as follows:


	(In millions)

New vehicle floor plan facility	$	292.0
Used vehicle floor plan facility	300.0
Revolving credit facility	623.3
Real estate facility	546.5
Preliminary purchase price	$	1,761.8

Under the acquisition method of accounting, the tangible and intangible assets acquired and liabilities assumed are recorded at their estimated fair value based on information currently available. The following table summarizes the amounts recorded based on preliminary estimates of fair value:


Summary of Assets Acquired and Liabilities Assumed
	(In millions)
Assets
Inventories, net	$	371.6
Other current assets	56.6
Total current assets	428.2
Property and equipment, net	605.5
Goodwill	343.0
Intangible franchise rights	428.5
Operating lease right-of-use assets	39.1
Total assets acquired	$	1,844.3
Liabilities
Operating lease liabilities	$	39.8
Other liabilities	42.7
Total liabilities assumed	82.5
Net assets acquired	$	1,761.8

The estimated fair values of the assets acquired and liabilities assumed and the related preliminary acquisition accounting are based on management’s estimates and assumptions, as well as other information compiled by management, including the books and records of the Businesses. We believe that the information gathered to date provides a reasonable basis for estimating the fair values of assets acquired and liabilities assumed. We continue to obtain and analyze information related to the estimated values of vehicle inventory to finalize the settlement of the due to/due from balances with the seller; therefore, the allocation of the purchase price remains preliminary and subject to revision during the measurement period, not to exceed one year from the acquisition date. Measurement period adjustments recorded during the three and six months ended June 30, 2026 and their related effects on our condensed consolidated statements of income and condensed consolidated balance sheet were not material.

Approximately $428.5 million of the purchase price was assigned to the indefinite lived franchise rights intangible assets related to the dealer agreements applicable to each new vehicle dealership. In addition, goodwill of $343.0 million was recognized and is primarily attributable to the anticipated synergies that Asbury expects to derive from the Herb Chambers acquisition as well as the acquired assembled workforce of the Businesses.

Goodwill and manufacturer franchise rights associated with our Dealerships segment acquisitions are deductible for federal and state income tax purposes ratably over a 15-year period.

The Company's condensed consolidated statements of income for the six months ended June 30, 2026 included revenue and net income attributable to the Businesses of $1.19 billion and $34.2 million, respectively.

There were no acquisitions during the six months ended June 30, 2026 and 2025.

Divestitures

There were no divestitures during the three months ended June 30, 2026. During the six months ended June 30, 2026, we sold the following franchises:


Manufacturer	Franchises	Locations	States
Mercedes-Benz; Sprinter	4	2	Missouri
Audi	1	1	Missouri
Nissan	1	1	South Carolina
Chrysler Jeep Dodge Ram	3	1	Indiana
Land Rover	2	2	Missouri; South Carolina
Porsche	1	1	South Carolina
BMW	1	1	Missouri
Infiniti	1	1	Missouri

The Company recorded a pre-tax gain totaling $125.8 million which is presented in our accompanying condensed consolidated statements of income as a gain on dealership divestitures, net.

During the six months ended June 30, 2025, we sold the following franchises:


Manufacturer	Franchises	Locations	States
Nissan	1	1	Colorado
Chevrolet	1	1	Utah
Chrysler Dodge Jeep Ram	3	1	Utah
Ford	1	1	Utah
Toyota	2	2	California
Volvo	1	1	South Carolina

The Company recorded a pre-tax gain totaling $10.1 million, which is presented in our accompanying condensed consolidated statements of income as a gain on dealership divestitures, net.