LADNYSESEC EDGAREDGAR

LITHIA MOTORS INC

Retail-Auto Dealers & Gasoline Stations·MEDFORD, OR·FY end 12/31·CIK 1023128

Board of Directors

10 members · 8 independent · FY 2025
DirectorRoleTenureAgeCommitteesIndep.Annual fees
Sidney B. DeBoerChair30y82$353,129
Bryan B. DeBoerCEO and Director18y59
Priya C. HuskinsDirector0y53
Richard J. Bailey Jr.Director1y55Audit$132,978
James E. LentzDirector4y70Audit$286,462
Stacy C. Loretz-CongdonDirector3y66$303,129
Shauna F. McIntyreDirector7y54$314,795
Cassandra M. McKinneyDirector2y65$286,462
Louis P. MiramontesLead Independent Director8y71Audit$341,462
Heidi L. O'NeillDirector1y61Audit$132,978

Risk-factor diff

FY 2025 10-K vs. FY 2024
+217 new198 removed

Net-new paragraphs in the most recent 10-K's Item 1A. Companies rarely add risk language without a real reason — additions here are often a leading signal of management concerns.

NEW · FY 2025

We are a global automotive retailer ranked #124 on the Fortune 500 in 2025. As of February 25, 2026, we offered 54 brands of new vehicles and all brands of used vehicles in 458 stores in the United States, the United Kingdom, and Canada and online at over 400 websites. We offer a wide range of products and services including new and used vehicles, F&I products, and vehicle repair and maintenance aftersales.

NEW · FY 2025

We experienced revenue growth across all major business lines in 2025 compared to 2024, driven by same store growth and complemented by acquisitions. Improvements in same store aftersales and third-party finance and insurance gross profit contributed to total company gross profit growth, partially offset by decreases in new and used vehicle gross profit. On a same store basis, new and used vehicle retail gross profit declined due to lower gross profit per unit as margins continued to normalize toward pre-pandemic levels. The decline in net income was driven by this margin normalization, higher…

NEW · FY 2025

Includes the sales and gross profit related to new, used, and F&I and unit sales for new and used retail

NEW · FY 2025

Same store measures reflect results for stores that were operating in each comparison period, and only include the months when operations occurred in both periods. For example, a store acquired in November 2024 would be included in same store operating data beginning in December 2025, after its first complete comparable month of operations. The fourth quarter operating results for the same store comparisons would include results for that store in only the period of December for both comparable periods.

NEW · FY 2025

Includes the sales and gross profit related to new, used, and F&I and unit sales for new and used retail

+ 25 more new paragraphs not shown

Policies & disclosures

Clawback, anti-hedging, stock ownership, and related-party policies will populate from extracted proxy sections.