LITHIA MOTORS INC0001023128false00010231282025-02-272025-02-27

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

February 27, 2025
Date of Report (date of earliest event reported)
Lithia_Driveway_Combo_FINAL.jpg
Lithia Motors, Inc.
(Exact name of registrant as specified in its charter)
Oregon001-1473393-0572810
(State or other jurisdiction of incorporation or organization)(Commission File Number)(I.R.S. Employer Identification No.)
150 N. Bartlett StreetMedfordOregon97501
(Address of principal executive offices)(Zip Code)
(541) 776-6401
Registrant's telephone number, including area code
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common stock without par valueLADThe New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐


Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On February 27, 2025, David J. Robino informed Lithia Motors, Inc. (the “Company”) of his decision to not stand for reelection to the Company’s Board of Directors (the “Board”) at the Company’s 2025 Annual Meeting of Shareholders. In connection with Mr. Robino’s term expiring at the 2025 Annual Meeting of Shareholders, the Board intends to reduce its size from eight to seven members.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits
Exhibit No.Description
104Cover Page Interactive Data File (embedded within the Inline XBRL document).


SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: March 3, 2025LITHIA MOTORS, INC.
Registrant
By:/s/ Tina Miller
Tina Miller
Chief Financial Officer, Senior Vice President, and Principal Accounting Officer


v3.25.0.1
Cover
Feb. 27, 2025
Entity Information [Line Items]  
Document Type 8-K
Document Period End Date Feb. 27, 2025
Entity Registrant Name LITHIA MOTORS INC
Entity Incorporation, State or Country Code OR
Entity File Number 001-14733
Entity Tax Identification Number 93-0572810
Entity Address, Address Line One 150 N. Bartlett Street
Entity Address, City or Town Medford
Entity Address, State or Province OR
Entity Address, Postal Zip Code 97501
City Area Code 541
Local Phone Number 776-6401
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common stock without par value
Trading Symbol LAD
Security Exchange Name NYSE
Entity Emerging Growth Company false
Entity Central Index Key 0001023128
Amendment Flag false
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