Lithia Motors Enters Material Definitive Agreement

Ticker: LAD · Form: 8-K · Filed: 2025-09-10T00:00:00.000Z

Sentiment: neutral

Topics: material-agreement, financial-obligation

Related Tickers: LAD

TL;DR

LAD just signed a big deal, expect financial obligations.

AI Summary

On September 10, 2025, Lithia Motors, Inc. (LAD) entered into a material definitive agreement, creating a direct financial obligation. The filing details this agreement and related financial obligations, with specific exhibits provided for further review.

Why It Matters

This filing indicates a significant new financial commitment or partnership for Lithia Motors, which could impact its future financial performance and strategic direction.

Risk Assessment

Risk Level: medium — Entering into material definitive agreements and new financial obligations inherently carries risks related to the terms, execution, and potential impact on the company's financial health.

Key Players & Entities

FAQ

What type of material definitive agreement did Lithia Motors, Inc. enter into?

The filing indicates the entry into a material definitive agreement and the creation of a direct financial obligation or an obligation under an off-balance sheet arrangement, but the specific nature of the agreement is detailed in the exhibits.

When was this material definitive agreement reported?

The agreement was reported on September 10, 2025.

What is Lithia Motors, Inc.'s principal executive office address?

The principal executive offices are located at 150 N. Bartlett Street, Medford, Oregon 97501.

What is Lithia Motors, Inc.'s IRS Employer Identification No.?

The IRS Employer Identification No. for Lithia Motors, Inc. is 93-0572810.

What is the filing date of this 8-K report?

The filing date of this 8-K report is September 10, 2025.

Filing Stats: 1,243 words · 5 min read · ~4 pages · Grade level 12.3 · Accepted 2025-09-10 16:37:55

Key Financial Figures

Filing Documents

01. Entry Into a Material Definitive Agreement

Item 1.01. Entry Into a Material Definitive Agreement Indenture and 5.500% Senior Notes due 2030 On September 10, 2025, Lithia Motors, Inc. (the "Company") completed a private offering (the "Offering") of $600 million aggregate principal amount of its 5.500% Senior Notes due 2030 (the "Senior Notes") that was exempt from the registration requirements of the Securities Act of 1933, as amended. The Company intends to use the net proceeds of the Offering to repay a portion of the borrowings outstanding under its revolving lines of credit. Such amounts may be reborrowed and used for general corporate purposes, including acquisitions and working capital. The Senior Notes were issued pursuant to an indenture dated as of September 10, 2025 (the "Indenture"), among the Company, U.S. Bank Trust Company, National Association, as trustee (the "Trustee"), and the subsidiary guarantors named therein (the "Guarantors"). The Senior Notes will be unconditionally guaranteed (the "Guarantees") on a senior unsecured basis by each subsidiary that is a borrower under or that guarantees obligations under the Company's U.S. Bank credit facility or certain other capital markets indebtedness of the Company or any Guarantor. The Senior Notes and the Guarantees will be the Company's and the Guarantors' senior unsecured obligations, will rank pari passu in right of payment with all of the Company's and the Guarantors' existing and future senior indebtedness, be effectively subordinated to any of the Company's and the Guarantors' existing and future secured debt (including obligations under the Company's credit facilities, manufacturer floor plan facilities and mortgage loans), to the extent of the value of the assets securing such debt, rank senior in right of payment to all of the Company's and the Guarantors' existing and future subordinated obligations and be structurally subordinated to all of the existing and future liabilities (including trade payables and the Company's securitizati

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits (d) Exhibits Exhibit No. Description 4.1 Indenture, dated as of September 10, 2025, among Lithia Motors, Inc., the Guarantors and the Trustee. 4.2 Form of 5.500% Senior Notes due 2030 (included as part of Exhibit 4.1). 104 Cover Page Interactive 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. Dated: September 10, 2025 LITHIA MOTORS, INC. Registrant By: /s/ Tina Miller Tina Miller Chief Financial Officer, Senior Vice President, and Principal Accounting Officer

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