ACQUISITIONS AND DIVESTITURES

6 Months Ended

Jun. 30, 2025

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 expansion in the northeast region of the United States.

As a result of the Herb Chamber acquisition, we acquired substantially all of the assets including the real property related thereto, for a total preliminary purchase price of approximately $1.82 billion which includes $750.0 million for goodwill and franchise rights, approximately $610.0 million for real estate and leasehold improvements and approximately $460.0 million for new vehicles, used vehicles, service loaner vehicles, fixed assets and parts and supplies. The acquisition was financed by borrowings under our new vehicle floor plan and used vehicle floor plan facilities and borrowings under a real estate facility. The preliminary purchase price was paid in cash. The Businesses comprise 33 dealerships, 52 franchises and three collision centers. The Businesses will form part of our Dealerships segment.

We are in the process of finalizing the accounting for the Herb Chambers acquisition. However, due to the limited time, we have not completed our analysis of identifying and estimating the fair value of assets acquired and liabilities assumed. The Company expects to provide preliminary purchase price allocation information within its consolidated interim financial

statements as of and for the three and nine months ended September 30, 2025, to be filed in its Quarterly Report on Form 10-Q for the period then ended.

The Company recorded $5.1 million of acquisition related costs during the six months ended June 30, 2025. These costs are included in selling, general, and administrative expenses in the condensed consolidated statements of income.

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.

There were no acquisitions during the six months ended June 30, 2025 and 2024.

Divestitures

During the six months ended June 30, 2025, we sold two Toyota franchises (two dealership locations) in San Diego, California, and Los Angeles, California, one Nissan franchise (one dealership location) in Denver, Colorado, one Volvo franchise (one dealership location) in Greenville, South Carolina, and three franchises in Salt Lake City, Utah, comprising one Chevrolet franchise (one dealership location), one Chrysler Jeep Dodge Ram franchise (one dealership location) and one Ford franchise (one dealership location). 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.

During the six months ended June 30, 2024, we sold one Lexus franchise (one dealership location) in Wilmington, Delaware due to OEM requirements in connection with the Koons acquisition, one Nissan franchise (one dealership location) in Denver, Colorado, and one Nissan franchise (one dealership location) in Atlanta, Georgia. The Company recorded a pre-tax gain totaling $3.6 million, which is presented in our accompanying condensed consolidated statement of income as a gain on dealership divestitures, net.