Form 8-K LITHIA MOTORS INC For: Sep 25

September 25, 2026 4:21 PM EDT
LITHIA MOTORS INC0001023128false00010231282026-09-252026-09-25

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

September 25, 2026
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)
Oregon
001-14733
93-0572810
(State or other jurisdiction of incorporation or organization)
(Commission File Number)
(I.R.S. Employer Identification No.)
150 N. Bartlett Street
Medford
Oregon
97501
(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 class
Trading Symbol(s)
Name of each exchange on which registered
Common stock without par value
LAD
The 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 September 25, 2026, Heidi L. O'Neill notified the Board of Directors (the "Board") of Lithia Motors, Inc. (the "Company") of her resignation as a member of the Board, effective September 25, 2026.

Ms. O'Neill's resignation is for personal reasons and is not the result of any disagreement with the Company on any matter relating to the Company's operations, policies, or practices.

The Company thanks Ms. O'Neill for her service and contributions to the Company during her tenure as a member of the Board.

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: September 25, 2026LITHIA MOTORS, INC.
Registrant
By:/s/ Tina Miller
Tina Miller
Chief Financial Officer, Senior Vice President, and Principal Accounting Officer


ATTACHMENTS / EXHIBITS

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