LAD / Lithia Motors, Inc. - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

Lithia Motors, Inc.
US ˙ NYSE ˙ US5367971034

Mga Batayang Estadistika
LEI SE8N1EZEHPZQBCBVKD53
CIK 1023128
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Lithia Motors, Inc.
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
September 3, 2025 8-K

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 3, 2025 Date of Report (date of earliest event reported) Lithia Motors, I

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 3, 2025 Date of Report (date of earliest event reported) 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)

September 3, 2025 8-K

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 3, 2025 Date of Report (date of earliest event reported) Lithia Motors, I

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 3, 2025 Date of Report (date of earliest event reported) 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)

September 3, 2025 EX-99.1

Lithia & Driveway (LAD) Announces Proposed Senior Notes Offering

Lithia & Driveway (LAD) Announces Proposed Senior Notes Offering MEDFORD, Ore., September 3, 2025 - Lithia & Driveway (NYSE: LAD) today announced that it intends to offer $500 million in aggregate principal amount of senior notes due 2030 (the "Notes") in a private offering (the "Private Offering") that is exempt from the registration requirements of the Securities Act of 1933, as amended (the "Se

September 3, 2025 EX-99.1

Lithia & Driveway (LAD) Announces Upsizing And Pricing Of Senior Notes Offering

Lithia & Driveway (LAD) Announces Upsizing And Pricing Of Senior Notes Offering MEDFORD, Ore.

August 8, 2025 EX-10.1

Execution Version Deal CUSIP 53679VAB62 New Vehicle Floorplan Facility CUSIP 53679VAD2 Used Vehicle Floorplan Facility CUSIP 53679VAC4 Service Loaner Vehicle Floorplan Facility CUSIP 53679VAE0 Revolving Line of Credit Facility CUSIP 53679VAB6 SIXTH A

executed-lithiaxsixthame Execution Version Deal CUSIP 53679VAB62 New Vehicle Floorplan Facility CUSIP 53679VAD2 Used Vehicle Floorplan Facility CUSIP 53679VAC4 Service Loaner Vehicle Floorplan Facility CUSIP 53679VAE0 Revolving Line of Credit Facility CUSIP 53679VAB6 SIXTH AMENDMENT TO FOURTH AMENDED AND RESTATED LOAN AGREEMENT dated as of August 6, 2025 to the Fourth Amended and Restated Loan Agreement dated as of April 29, 2021 among LITHIA MOTORS, INC.

August 8, 2025 8-K

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 August 6, 2025 Date of Report (date of earliest event reported) Lithia Motors, Inc.

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 August 6, 2025 Date of Report (date of earliest event reported) 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) (Co

July 30, 2025 EX-99.1

Lithia Motors, Inc. 2025 Proxy Statement Annex A: Lithia Motors, Inc. 2013 Amended and Restated Stock Incentive Plan 1 Lithia Motors, Inc. 2013 Amended and Restated Stock Incentive Plan ARTICLE I PURPOSE OF THE PLAN The purposes of this 2013 Amended

a2013arstockincentivepla Lithia Motors, Inc. 2025 Proxy Statement Annex A: Lithia Motors, Inc. 2013 Amended and Restated Stock Incentive Plan 1 Lithia Motors, Inc. 2013 Amended and Restated Stock Incentive Plan ARTICLE I PURPOSE OF THE PLAN The purposes of this 2013 Amended and Restated Stock Incentive Plan (the “Plan”) are to attract, retain and provide incentive compensation to selected employee

July 30, 2025 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 001-14733 Lithia Motors, Inc. (Exact name of registrant as speci

July 30, 2025 EX-FILING FEES

Table 1: Newly Registered Securities

Calculation of Filing Fee Tables S-8 LITHIA MOTORS INC Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee 1 Equity Common Stock without par value Other 1,160,000 $ 296.

July 30, 2025 S-8

As filed with the Securities and Exchange Commission on July 30, 2025

As filed with the Securities and Exchange Commission on July 30, 2025 Registration No.

July 29, 2025 8-K

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 July 29, 2025 Date of Report (date of earliest event reported) Lithia Motors, Inc.

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 July 29, 2025 Date of Report (date of earliest event reported) 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) (Com

July 29, 2025 EX-99.1

Lithia & Driveway (LAD) Reports Record Second Quarter Revenue of $9.6 billion, Achieves 25% Increase in Diluted Earnings Per Share, 30% Increase in Adjusted Diluted Earnings Per Share Announces Dividend of $0.55 per Share for Second Quarter

Lithia & Driveway (LAD) Reports Record Second Quarter Revenue of $9.6 billion, Achieves 25% Increase in Diluted Earnings Per Share, 30% Increase in Adjusted Diluted Earnings Per Share Announces Dividend of $0.55 per Share for Second Quarter Medford, Oregon, July 29, 2025 - Lithia & Driveway (NYSE: LAD) today reported the highest second quarter revenue in company history, and a 25% increase in dilu

July 17, 2025 8-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No.1) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 July 15, 2025 Date of Report (date of earliest event reported) L

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No.1) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 July 15, 2025 Date of Report (date of earliest event reported) Lithia Motors, Inc. (Exact name of registrant as specified in its charter) Oregon 001-14733 93-0572810 (State or other jurisdiction of incorporation or

July 15, 2025 EX-99.1

Lithia & Driveway (LAD) Reports Strong, Diversified Preliminary Second Quarter 2025 Results

Lithia & Driveway (LAD) Reports Strong, Diversified Preliminary Second Quarter 2025 Results MEDFORD, Ore.

July 15, 2025 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

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 July 15, 2025 Date of Report (date of earliest event reported) 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) (Com

June 24, 2025 11-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K ý ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 ¨ TRANSITION REPORT PURSUANT TO SECTION 15(

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K ý ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to COMMISSION FILE NUMBER: 001-14733 A. Full title of the plan and the add

April 25, 2025 8-K

Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

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 April 24, 2025 Date of Report (date of earliest event reported) 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) (Co

April 24, 2025 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 001-14733 Lithia Motors, Inc. (Exact name of registrant as spec

April 23, 2025 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

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 April 23, 2025 Date of Report (date of earliest event reported) 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) (Co

April 23, 2025 EX-99

Lithia & Driveway (LAD) Reports Record First Quarter Revenue of $9.2 billion, Achieves 35% Increase in Diluted Earnings Per Share, 25% Increase in Adjusted Diluted Earnings Per Share Announces Increased Dividend of $0.55 per Share for First Quarter

Lithia & Driveway (LAD) Reports Record First Quarter Revenue of $9.2 billion, Achieves 35% Increase in Diluted Earnings Per Share, 25% Increase in Adjusted Diluted Earnings Per Share Announces Increased Dividend of $0.55 per Share for First Quarter Medford, Oregon, April 23, 2025 - Lithia & Driveway (NYSE: LAD) today reported the highest first quarter revenue in company history, and a 35% increase

April 15, 2025 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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 April 15, 2025 Date of Report (date of earliest event reported) 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) (Co

March 14, 2025 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 ☒ Filed by the Registrant ☐ Filed by a Party other than the Registrant Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive

March 11, 2025 DEF 14A

DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 ☒ Filed by the Registrant ☐ Filed by a Party other than the Registrant CHECK THE APPROPRIATE BOX: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive

March 3, 2025 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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 Motors, Inc. (Exact name of registrant as specified in its charter) Oregon 001-14733 93-0572810 (State or other jurisdiction of incorporation or organization)

February 24, 2025 EX-10.5

LITHIA MOTORS, INC. DEFERRAL ELECTION FORM

LITHIA MOTORS, INC. DEFERRAL ELECTION FORM Non-employee directors of the Board of Directors of Lithia Motors, Inc. may use this form to elect to defer payment of their annual cash director fees pursuant to the Executive Management Non-Qualified Deferred Compensation Plan, as amended from time to time (including supplements thereto, the “Deferred Compensation Plan”) and/or the settlement of Restric

February 24, 2025 EX-21

SUBSIDIARIES OF LITHIA MOTORS, INC. (as of December 31, 2024)

EXHIBIT 21 SUBSIDIARIES OF LITHIA MOTORS, INC. (as of December 31, 2024) NAME OF ENTITY JURISDICTION ASSUMED BUSINESS NAME(S) (if different than entity name) US SUBSIDIARIES 797 Valley Street LLC New Jersey 6200 Centennial Center Holdco, LLC Nevada 7150 West Sahara Holdco, LLC Nevada 7200 West Sahara Property Holdco II, LLC Nevada Ann Arbor-B, LLC Michigan BMW of Ann Arbor Ann Arbor-CC, LLC Michig

February 24, 2025 EX-10.3 6

LITHIA MOTORS, INC. RESTRICTED STOCK UNIT AGREEMENT

LITHIA MOTORS, INC. RESTRICTED STOCK UNIT AGREEMENT This Restricted Stock Unit Agreement (“Agreement”) is entered into pursuant to the 2013 Amended and Restated Stock Incentive Plan (the “Plan”) adopted by the Board of Directors and shareholders of Lithia Motors, Inc., an Oregon corporation (the “Company”), as amended from time to time. Unless otherwise defined herein, capitalized terms in this Ag

February 24, 2025 EX-10.9 2

SUPPLEMENT TO THE LITHIA MOTORS, INC. EXECUTIVE MANAGEMENT NON-QUALIFIED DEFERRED COMPENSATION AND LONG-TERM INCENTIVE PLAN

SUPPLEMENT TO THE LITHIA MOTORS, INC. EXECUTIVE MANAGEMENT NON-QUALIFIED DEFERRED COMPENSATION AND LONG-TERM INCENTIVE PLAN PURPOSE The purpose of this Supplement A to the Lithia Motors, Inc. Executive Management Non-Qualified Deferred Compensation Plan, as amended from time to time and supplemented by this Supplement A (the “Plan”) is to enable Non-Employee Directors to elect to defer receipt of

February 24, 2025 EX-10.3 5

LITHIA MOTORS, INC. PERFORMANCE-BASED RESTRICTED STOCK UNIT AGREEMENT

LITHIA MOTORS, INC. PERFORMANCE-BASED RESTRICTED STOCK UNIT AGREEMENT This Performance-Based Restricted Stock Unit Agreement (“Agreement”) is entered into pursuant to the 2013 Amended and Restated Stock Incentive Plan (the “Plan”) adopted by the Board of Directors and shareholders of Lithia Motors, Inc., an Oregon corporation (the “Company”), as amended from time to time. Unless otherwise defined

February 24, 2025 EX-19

LITHIA MOTORS, INC. CORPORATE POLICY REGARDING CONFIDENTIAL INFORMATION AND INSIDER TRADING

LITHIA MOTORS, INC. CORPORATE POLICY REGARDING CONFIDENTIAL INFORMATION AND INSIDER TRADING Lithia Motors, Inc. and its directors and officers have a responsibility to protect nonpublic information relating to the Company and its subsidiaries, and to abide by federal and state securities laws governing the use of material non-public information as it relates to trading in the Company’s securities.

February 24, 2025 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended: December 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SEC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended: December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-14733 Lithia Motors, Inc. (Exact name of registrant as specifie

February 24, 2025 EX-10.9 3

RLITHIA MOTORS, INC. SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN (SERP) NOTICE OF DISCRESTIONARY CONTRIBUTION AWARD

RLITHIA MOTORS, INC. SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN (SERP) NOTICE OF DISCRESTIONARY CONTRIBUTION AWARD FROM: Compensation Committee TO: DATE: January 1, This Notice of Discretionary Contribution Award (“Notice”) is to inform you that the Company’s Compensation Committee has awarded you a Discretionary Contribution of $ under the Lithia Motors, Inc. Supplemental Executive Retirement Plan (t

February 24, 2025 EX-4.7

Exhibit 4.7

EXHIBIT 4.7 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 Description of Common Stock This section describes the general terms and provisions of the shares of our Common Stock and Preferred Stock based on the provisions of our Amended and Restated Articles of Incorporation, as amended (our “Articles”), our Bylaws (our “Bylaws”)

February 12, 2025 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

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 12, 2025 Date of Report (date of earliest event reported) 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)

February 12, 2025 EX-99

Lithia & Driveway (LAD) Reports Record Fourth Quarter Revenue of $9.2 billion, a 20% Increase, and the First Profitable Year for Finance Operations Announces Dividend of $0.53 per Share for Fourth Quarter

Lithia & Driveway (LAD) Reports Record Fourth Quarter Revenue of $9.2 billion, a 20% Increase, and the First Profitable Year for Finance Operations Announces Dividend of $0.53 per Share for Fourth Quarter Medford, Oregon, February 12, 2025 - Lithia & Driveway (NYSE: LAD) today reported the highest fourth quarter revenue in company history and the first profitable year for Financing Operations, whi

November 13, 2024 SC 13G

LAD / Lithia Motors, Inc. / BARROW HANLEY MEWHINNEY & STRAUSS LLC - SCHEDULE 13G Passive Investment

SC 13G 1 lad13g11132024.htm SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Lithia Motors Inc (Name of Issuer) Common Stock (Title of Class of Securities) 536797103 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Check appropriate box to designate

November 12, 2024 SC 13G/A

LAD / Lithia Motors, Inc. / MFN Partners, LP - SC 13G/A Passive Investment

SC 13G/A 1 d885754dsc13ga.htm SC 13G/A CUSIP No. 536797103 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Lithia Motors, Inc. (Name of Issuer) Common Stock, no par value (Title of Class of Securities) 536797103 (CUSIP Number) September 30, 2024 Date of Event Which Requires Filing of this Statement Ch

October 25, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 ☐ TRANSITION REPORT PURSUAN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 001-14733 Lithia Motors, Inc. (Exact name of registrant as

October 25, 2024 EX-10.1

DB1/ 149565531.5 EXECUTION VERSION AMENDMENT NO. 10 TO AMENDED AND RESTATED LOAN AGREEMENT This AMENDMENT NO. 10 TO AMENDED AND RESTATED LOAN AGREEMENT, dated as of August 15, 2024 (this “Amendment”), is executed by and among SCFC BUSINESS SERVICES L

DB1/ 149565531.5 EXECUTION VERSION AMENDMENT NO. 10 TO AMENDED AND RESTATED LOAN AGREEMENT This AMENDMENT NO. 10 TO AMENDED AND RESTATED LOAN AGREEMENT, dated as of August 15, 2024 (this “Amendment”), is executed by and among SCFC BUSINESS SERVICES LLC (the “Borrower”), the lenders listed on the signature pages hereto (the “Lenders”), the agents listed on the signature pages hereto (the “Agents”),

October 23, 2024 EX-99.1

Lithia & Driveway (LAD) Reports Record Third Quarter Revenue of $9.2 billion, an 11% Increase Announces Dividend of $0.53 per Share for Third Quarter

Lithia & Driveway (LAD) Reports Record Third Quarter Revenue of $9.2 billion, an 11% Increase Announces Dividend of $0.53 per Share for Third Quarter Medford, Oregon, October 23, 2024 - Lithia & Driveway (NYSE: LAD) today reported the highest third quarter revenue in company history and the second profitable quarter for Financing Operations, which includes Driveway Finance Corporation. Third quart

October 23, 2024 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

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 October 23, 2024 Date of Report (date of earliest event reported) 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) (

August 8, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 ☐ TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 001-14733 Lithia Motors, Inc. (Exact name of registrant as speci

August 8, 2024 EX-10.1

LEGAL_43599610.5 23940/284406 SECOND AMENDMENT TO CREDIT AGREEMENT This SECOND AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) made as of May 14, 2024, among Lithia Master LP Company, LP (the “Master Borrower”), each of the Subsidiaries and Affiliat

LEGAL43599610.5 23940/284406 SECOND AMENDMENT TO CREDIT AGREEMENT This SECOND AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) made as of May 14, 2024, among Lithia Master LP Company, LP (the “Master Borrower”), each of the Subsidiaries and Affiliates of the Master Borrower listed on the signature page of this Amendment (together with the Master Borrower, each a “Borrower” and any two or more the

August 1, 2024 8-K

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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 August 1, 2024 Date of Report (date of earliest event reported) 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) (Co

August 1, 2024 EX-99.1

Lithia & Driveway (LAD) Reports Record Second Quarter Revenue of $9.2 billion, a 14% Increase, and the First Profitable Quarter for Financing Operations Announces Dividend of $0.53 per Share for Second Quarter

Lithia & Driveway (LAD) Reports Record Second Quarter Revenue of $9.2 billion, a 14% Increase, and the First Profitable Quarter for Financing Operations Announces Dividend of $0.53 per Share for Second Quarter Medford, Oregon, August 1, 2024 - Lithia & Driveway (NYSE: LAD) today reported the highest second quarter revenue in company history and the first profitable quarter for Financing Operations

August 1, 2024 EX-99.1

Lithia & Driveway Elevates Adam Chamberlain to Chief Operating Officer

Lithia & Driveway Elevates Adam Chamberlain to Chief Operating Officer ——————————————————————— MEDFORD, Ore.

August 1, 2024 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

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 August 1, 2024 Date of Report (date of earliest event reported) 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) (Co

July 30, 2024 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

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 July 25, 2024 Date of Report (date of earliest event reported) 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) (Com

July 30, 2024 EX-3.1

168419224.1 As of July 25, 2024 BYLAWS OF LITHIA MOTORS, INC. ARTICLE 1 SHAREHOLDERS’ MEETINGS Section 1.1 Annual Meeting. The annual meeting of the shareholders will be held every year on such date and at such time as determined by the Board of Dire

168419224.1 As of July 25, 2024 BYLAWS OF LITHIA MOTORS, INC. ARTICLE 1 SHAREHOLDERS’ MEETINGS Section 1.1 Annual Meeting. The annual meeting of the shareholders will be held every year on such date and at such time as determined by the Board of Directors. The annual meeting of the shareholders will be held at the principal office of the Corporation or at such other place or solely by means of rem

July 2, 2024 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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 June 26, 2024 Date of Report (date of earliest event reported) 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) (Com

June 24, 2024 8-K

Financial Statements and Exhibits, Other Events

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 June 19, 2024 Date of Report (date of earliest event reported) 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) (Com

June 21, 2024 11-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K ý ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 ¨ TRANSITION REPORT PURSUANT TO SECTION 15(

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K ý ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to COMMISSION FILE NUMBER: 001-14733 A. Full title of the plan and the add

May 3, 2024 8-K

Financial Statements and Exhibits, Other Events

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 May 3, 2024 Date of Report (date of earliest event reported) 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) (Commi

April 26, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 ☐ TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 001-14733 Lithia Motors, Inc. (Exact name of registrant as spec

April 26, 2024 EX-10.4

LEGAL_42417716.3 FIRST AMENDMENT TO CREDIT AGREEMENT This FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) made as of March 18, 2024, among Lithia Master LP Company, LP (the “Master Borrower”), each of the Subsidiaries of the Master Borrower li

LEGAL42417716.3 FIRST AMENDMENT TO CREDIT AGREEMENT This FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) made as of March 18, 2024, among Lithia Master LP Company, LP (the “Master Borrower”), each of the Subsidiaries of the Master Borrower listed on the signature page of this Amendment (together with the Master Borrower, each a “Borrower” and any two or more the “Borrowers”), Lithia Master

April 26, 2024 EX-10.1

DB1/ 144571698.3 EXECUTION COPY OMNIBUS AMENDMENT NO. 2 This OMNIBUS AMENDMENT NO. 2, dated as of February 16, 2024 (this “Amendment”), is executed by and among DFC BUSINESS SERVICES, LLC (the “Borrower”), DRIVEWAY FINANCE CORPORATION, an Oregon corp

mizuholithiaomnibusamend DB1/ 144571698.3 EXECUTION COPY OMNIBUS AMENDMENT NO. 2 This OMNIBUS AMENDMENT NO. 2, dated as of February 16, 2024 (this “Amendment”), is executed by and among DFC BUSINESS SERVICES, LLC (the “Borrower”), DRIVEWAY FINANCE CORPORATION, an Oregon corporation formerly known as Southern Cascades Finance Corporation (“DFC”), individually, as seller (in such capacity, the “Sell

April 26, 2024 EX-10.2

DB1/ 144772864.2 EXECUTION COPY AMENDMENT NO. 9 TO AMENDED AND RESTATED LOAN AGREEMENT This AMENDMENT NO. 9 TO AMENDED AND RESTATED LOAN AGREEMENT, dated as of February 23, 2024 (this “Amendment”), is executed by and among SCFC BUSINESS SERVICES LLC

DB1/ 144772864.2 EXECUTION COPY AMENDMENT NO. 9 TO AMENDED AND RESTATED LOAN AGREEMENT This AMENDMENT NO. 9 TO AMENDED AND RESTATED LOAN AGREEMENT, dated as of February 23, 2024 (this “Amendment”), is executed by and among SCFC BUSINESS SERVICES LLC (the “Borrower”), the lenders listed on the signature pages hereto (the “Lenders”), the agents listed on the signature pages hereto (the “Agents”), an

April 24, 2024 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

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 April 24, 2024 Date of Report (date of earliest event reported) 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) (Co

April 24, 2024 8-K

Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

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 April 23, 2024 Date of Report (date of earliest event reported) 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) (Co

April 24, 2024 EX-99.1

Lithia & Driveway (LAD) Reports Record First Quarter Revenue of $8.6 billion, 23% Increase Announces Dividend of $0.53 per Share for First Quarter

Lithia & Driveway (LAD) Reports Record First Quarter Revenue of $8.6 billion, 23% Increase Announces Dividend of $0.53 per Share for First Quarter Medford, Oregon, April 24, 2024 - Lithia & Driveway (NYSE: LAD) today reported the highest first quarter revenue in company history. First quarter 2024 revenue increased 23% to $8.6 billion from $7.0 billion in the first quarter of 2023. First quarter 2

April 2, 2024 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 ☒ Filed by the Registrant ☐ Filed by a Party other than the Registrant Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive

March 12, 2024 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 ☒ Filed by the Registrant  ☐ Filed by a Party other than the Registrant CHECK THE APPROPRIATE BOX:  ☐ Preliminary Proxy Statement  ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-

March 12, 2024 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 ☒ Filed by the Registrant  ☐ Filed by a Party other than the Registrant CHECK THE APPROPRIATE BOX:  ☐ Preliminary Proxy Statement  ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definit

February 27, 2024 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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 23, 2024 Date of Report (date of earliest event reported) 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)

February 27, 2024 EX-10.1

EXECUTION VERSION Deal CUSIP 53679VAB62 New Vehicle Floorplan Facility CUSIP 53679VAD2 Used Vehicle Floorplan Facility CUSIP 53679VAC4 Service Loaner Vehicle Floorplan Facility CUSIP 53679VAE0 Revolving Line of Credit Facility CUSIP 53679VAB6 FIFTH A

EXECUTION VERSION Deal CUSIP 53679VAB62 New Vehicle Floorplan Facility CUSIP 53679VAD2 Used Vehicle Floorplan Facility CUSIP 53679VAC4 Service Loaner Vehicle Floorplan Facility CUSIP 53679VAE0 Revolving Line of Credit Facility CUSIP 53679VAB6 FIFTH AMENDMENT TO FOURTH AMENDED AND RESTATED LOAN AGREEMENT dated as of February 23, 2024 to the Fourth Amended and Restated Loan Agreement dated as of April 29, 2021 among LITHIA MOTORS, INC.

February 23, 2024 EX-97

LITHIA MOTORS, INC. (“THE COMPANY”) DODD-FRANK COMPENSATION RECOUPMENT POLICY Adopted July 27, 2023 Purpose Lithia Motors, Inc. (the “Company”) has determined that it is in its best interest to adopt this compensation recoupment policy (this “Policy)

LITHIA MOTORS, INC. (“THE COMPANY”) DODD-FRANK COMPENSATION RECOUPMENT POLICY Adopted July 27, 2023 Purpose Lithia Motors, Inc. (the “Company”) has determined that it is in its best interest to adopt this compensation recoupment policy (this “Policy) to comply with Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (“Dodd-Frank”), as codified by Section 10D of the

February 23, 2024 EX-21

SUBSIDIARIES OF LITHIA MOTORS, INC. (as of December 31, 2023)

EXHIBIT 21 SUBSIDIARIES OF LITHIA MOTORS, INC. (as of December 31, 2023) NAME OF ENTITY STATE OR COUNTRY OF ORIGIN ASSUMED BUSINESS NAME(S) (if different than entity name) 797 Valley Street LLC New Jersey 6200 Centennial Center Holdco, LLC Nevada 7150 West Sahara Holdco, LLC Nevada 7200 West Sahara Property Holdco II, LLC Nevada Ann Arbor-B, LLC Michigan BMW of Ann Arbor Ann Arbor-CC, LLC Michigan

February 23, 2024 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended: December 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SEC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended: December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-14733 Lithia Motors, Inc. (Exact name of registrant as specifie

February 23, 2024 EX-10.1

Exhibit 10.1 AMENDED AND RESTATED LITHIA MOTORS, INC. 2009 EMPLOYEE STOCK PURCHASE PLAN Amended and Restated Effective as of October 25, 2023 i 162800428.2 TABLE OF CONTENTS 1. PURPOSE .................................................................

Exhibit 10.1 AMENDED AND RESTATED LITHIA MOTORS, INC. 2009 EMPLOYEE STOCK PURCHASE PLAN Amended and Restated Effective as of October 25, 2023 i 162800428.2 TABLE OF CONTENTS 1. PURPOSE .......................................................................................................................... 1 2. DEFINITIONS ...........................................................................

February 14, 2024 SC 13G

LAD / Lithia Motors, Inc. / HARRIS ASSOCIATES L P Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Lithia Motors, Inc. (Name of Issuer) Common stock without par value (Title of Class of Securities) 536797103 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sche

February 14, 2024 EX-99

Lithia & Driveway (LAD) Reports Record Fourth Quarter Revenue of $7.7 billion, 10% Increase Announces Dividend of $0.50 per Share for Fourth Quarter

Lithia & Driveway (LAD) Reports Record Fourth Quarter Revenue of $7.7 billion, 10% Increase Announces Dividend of $0.50 per Share for Fourth Quarter Medford, Oregon, February 14, 2024 - Lithia & Driveway (NYSE: LAD) today reported the highest fourth quarter revenue in company history. Fourth quarter 2023 revenue increased 10% to $7.7 billion from $6.9 billion in the fourth quarter of 2022. Fourth

February 14, 2024 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

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 14, 2024 Date of Report (date of earliest event reported) 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)

February 13, 2024 SC 13G

LAD / Lithia Motors, Inc. / BARROW HANLEY MEWHINNEY & STRAUSS LLC - SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Lithia Motors Inc (Name of Issuer) Common Stock (Title of Class of Securities) 536797103 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check appropriate box to designate the rule pursuant to which this Schedule i

February 13, 2024 SC 13G/A

LAD / Lithia Motors, Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SC 13G/A 1 tv01354-lithiamotorsinc.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 14)* Name of issuer: Lithia Motors Inc Title of Class of Securities: Common Stock CUSIP Number: 536797103 Date of Event Which Requires Filing of this Statement: December 29, 2023 Check the appropriate box to designate

February 9, 2024 SC 13G/A

LAD / Lithia Motors, Inc. / ABRAMS CAPITAL MANAGEMENT, L.P. - SC 13G/A Passive Investment

SC 13G/A 1 d767464dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 5)* Lithia Motors, Inc. (Name of Issuer) Class A common stock without par value (Title of Class of Securities) 536797103 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the a

February 5, 2024 SC 13G/A

SFT / Shift Technologies Inc - Class A / LITHIA MOTORS INC - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1) Shift Technologies, Inc. (Name of Issuer) Class A Common Stock (Title of Class of Securities) 82452T107 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to wh

February 5, 2024 SC 13G

SFT / Shift Technologies Inc - Class A / LITHIA MOTORS INC - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1) Shift Technologies, Inc. (Name of Issuer) Class A Common Stock (Title of Class of Securities) 82452T107 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to wh

January 18, 2024 CORRESP

January 19, 2024

Lithia Motors, Inc. 150 N. Bartlett Street Medford, Oregon 97501 January 19, 2024 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Washington, D.C. 20549 Attn: Marion Graham Jennifer Zepralka Re: Lithia Motors, Inc. Definitive Proxy Statement on Schedule 14A Filed March 8, 2023 File No. 001-14733 Dear Mses. Graham and Zepralka: This letter responds to the letter da

November 17, 2023 8-K

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 November 15, 2023 Date of Report (date of earliest event reported) LITHIA MOTORS, I

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 November 15, 2023 Date of Report (date of earliest event reported) 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)

October 27, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 ☐ TRANSITION REPORT PURSUAN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 001-14733 Lithia Motors, Inc. (Exact name of registrant as

October 27, 2023 EX-10.2

DB1/ 139453270.3 EXECUTION VERSION OMNIBUS AMENDMENT NO. 1 This OMNIBUS AMENDMENT NO. 1, dated as of July 20, 2023 (this “Amendment”), is executed by and among DFC BUSINESS SERVICES, LLC (the “Borrower”), the lenders listed on the signature pages her

DB1/ 139453270.3 EXECUTION VERSION OMNIBUS AMENDMENT NO. 1 This OMNIBUS AMENDMENT NO. 1, dated as of July 20, 2023 (this “Amendment”), is executed by and among DFC BUSINESS SERVICES, LLC (the “Borrower”), the lenders listed on the signature pages hereto (the “Lenders”), the agents listed on the signature pages hereto (the “Agents”), and MIZUHO BANK, LTD. (“Mizuho”), in its capacity as administrati

October 27, 2023 EX-10.1

DB1/ 139246796.6 EXECUTION COPY OMNIBUS AMENDMENT NO. 1 This OMNIBUS AMENDMENT NO. 1, dated as of July 20, 2023 (this “Amendment”), is executed by and among SCFC BUSINESS SERVICES LLC (the “Borrower”), the lenders listed on the signature pages hereto

DB1/ 139246796.6 EXECUTION COPY OMNIBUS AMENDMENT NO. 1 This OMNIBUS AMENDMENT NO. 1, dated as of July 20, 2023 (this “Amendment”), is executed by and among SCFC BUSINESS SERVICES LLC (the “Borrower”), the lenders listed on the signature pages hereto (the “Lenders”), the agents listed on the signature pages hereto (the “Agents”), and JPMORGAN CHASE BANK, N.A. (“JPMorgan”), in its capacity as admin

October 25, 2023 EX-99.1

Lithia & Driveway (LAD) Reports Record Third Quarter Revenue of $8.3 Billion, 13% Increase Announces Dividend of $0.50 per Share for Third Quarter

Lithia & Driveway (LAD) Reports Record Third Quarter Revenue of $8.3 Billion, 13% Increase Announces Dividend of $0.50 per Share for Third Quarter Medford, Oregon, October 25, 2023 - Lithia & Driveway (NYSE: LAD) today reported the highest third quarter revenue in company history. Third quarter 2023 revenue increased 13% to $8.3 billion from $7.3 billion in the third quarter of 2022. Third quarter

October 25, 2023 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

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 October 25, 2023 Date of Report (date of earliest event reported) 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) (

August 4, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 ☐ TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 001-14733 Lithia Motors, Inc. (Exact name of registrant as speci

July 26, 2023 EX-99.1

Lithia & Driveway (LAD) Reports 12% Revenue Increase and Diluted EPS of $10.78 Announces Dividend to $0.50 per Share for Second Quarter

Lithia & Driveway (LAD) Reports 12% Revenue Increase and Diluted EPS of $10.78 Announces Dividend to $0.50 per Share for Second Quarter Medford, Oregon, July 26, 2023 - Lithia & Driveway (NYSE: LAD) today reported the highest second quarter revenue in company history. Second quarter 2023 revenue increased 12% to $8.1 billion from $7.2 billion in the second quarter of 2022. Second quarter 2023 net

July 26, 2023 8-K

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 July 26, 2023 Date of Report (date of earliest event reported) LITHIA MOTORS, INC.

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 July 26, 2023 Date of Report (date of earliest event reported) 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) (Com

June 28, 2023 11-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K ý ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 ¨ TRANSITION REPORT PURSUANT TO SECTION 15(

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K ý ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to COMMISSION FILE NUMBER: 001-14733 A. Full title of the plan and the add

April 28, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 ☐ TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 001-14733 Lithia Motors, Inc. (Exact name of registrant as spec

April 28, 2023 EX-10.2

LITHIA MOTORS, INC. RESTRICTED STOCK UNIT AGREEMENT (Time Vesting)

LITHIA MOTORS, INC. RESTRICTED STOCK UNIT AGREEMENT (Time Vesting) This Restricted Stock Unit Agreement (“Agreement”) is entered into pursuant to the 2013 Amended and Restated Stock Incentive Plan (the “Plan”) adopted by the Board of Directors and Shareholders of Lithia Motors, Inc., an Oregon corporation (the “Company”), as amended from time to time. Unless otherwise defined herein, capitalized t

April 21, 2023 8-K

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 April 20, 2023 Date of Report (date of earliest event reported) LITHIA MOTORS, INC.

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 April 20, 2023 Date of Report (date of earliest event reported) 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) (Co

April 19, 2023 8-K

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 April 19, 2023 Date of Report (date of earliest event reported) LITHIA MOTORS, INC.

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 April 19, 2023 Date of Report (date of earliest event reported) 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) (Co

April 19, 2023 EX-99.1

Lithia & Driveway (LAD) Increases Revenue 4% and Reports Diluted EPS of $8.30 Increases Dividend to $0.50 per Share for First Quarter

Lithia & Driveway (LAD) Increases Revenue 4% and Reports Diluted EPS of $8.30 Increases Dividend to $0.50 per Share for First Quarter Medford, Oregon, April 19, 2023 - Lithia & Driveway (NYSE: LAD) today reported the highest first quarter revenue in company history. First quarter 2023 revenue increased 4% to $7.0 billion from $6.7 billion in the first quarter of 2022. First quarter 2023 net income

March 8, 2023 DEF 14A

TABLE OF CONTENTS

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant  ☐ CHECK THE APPROPRIATE BOX:  ☐ Preliminary Proxy Statement ☒ Definitive Proxy Statement  ☐ Confidential, for Use of the Commission  ☐

March 8, 2023 DEFA14A

UNITED STATES

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant  ☐ CHECK THE APPROPRIATE BOX:  ☐ Preliminary Proxy Statement ☐ Definitive Proxy Statement  ☐ Confidential, for Use of the Commission ☒ Definitive Additio

February 24, 2023 EX-10.13 3

EXECUTION VERSION 45290519v4 THIRD AMENDMENT TO FOURTH AMENDED AND RESTATED LOAN AGREEMENT This Third Amendment to Fourth Amended and Restated Loan Agreement (this “Amendment”), dated as of November 21, 2022, is entered into among Lithia Motors, Inc.

usb-lithiaxthirdamendmen EXECUTION VERSION 45290519v4 THIRD AMENDMENT TO FOURTH AMENDED AND RESTATED LOAN AGREEMENT This Third Amendment to Fourth Amended and Restated Loan Agreement (this “Amendment”), dated as of November 21, 2022, is entered into among Lithia Motors, Inc.

February 24, 2023 EX-21

SUBSIDIARIES OF LITHIA MOTORS, INC. (as of December 31, 2021)

EXHIBIT 21 SUBSIDIARIES OF LITHIA MOTORS, INC. (as of December 31, 2021) NAME OF ENTITY STATE OF ORIGIN ASSUMED BUSINESS NAME(S) (if different than entity name) 797 Valley Street LLC New Jersey 6200 Centennial Center Holdco, LLC Nevada 7150 West Sahara Holdco, LLC Nevada 7200 West Sahara Property Holdco II, LLC Nevada Ann Arbor-B, LLC Michigan BMW of Ann Arbor Ann Arbor-CC, LLC Michigan Suburban C

February 24, 2023 EX-10.3 3

You’ve Exceeded the SEC’s Traffic Limit

Performance Equity Award - Senior Executives LITHIA MOTORS, INC. RESTRICTED STOCK UNIT AGREEMENT (Performance) This Restricted Stock Unit Agreement (“Agreement”) is entered into pursuant to the 2013 Amended and Restated Stock Incentive Plan (the “Plan”) adopted by the Board of Directors and shareholders of Lithia Motors, Inc., an Oregon corporation (the “Company”), as amended from time to time. Un

February 24, 2023 EX-10.13 1

You’ve Exceeded the SEC’s Traffic Limit

lithia-firstamendmenttof Execution Version 39211237.v17 FIRST AMENDMENT TO FOURTH AMENDED AND RESTATED LOAN AGREEMENT This First Amendment to Fourth Amended and Restated Loan Agreement (this “Amendment”), dated as of February 7, 2022, is entered into among Lithia Motors, Inc., an Oregon corporation (the “Company”), each of the Subsidiaries of the Company listed on the signature pages of this Amend

February 24, 2023 EX-10.3 4

You’ve Exceeded the SEC’s Traffic Limit

(Executive, Time-vesting) LITHIA MOTORS, INC. RESTRICTED STOCK UNIT AGREEMENT (Time-vesting) This Restricted Stock Unit Agreement (“Agreement”) is entered into pursuant to the 2013 Amended and Restated Stock Incentive Plan (the “Plan”) adopted by the Board of Directors and shareholders of Lithia Motors, Inc., an Oregon corporation (the “Company”), as amended from time to time. Unless otherwise def

February 24, 2023 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended: December 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SEC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended: December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-14733 Lithia Motors, Inc. (Exact name of registrant as specifie

February 24, 2023 EX-10.14 8

Execution Copy 154966862v3 AMENDMENT NO. 8 TO AMENDED AND RESTATED LOAN AGREEMENT This AMENDMENT NO. 8, dated as of November 17, 2022 (this "Amendment"), is executed by and among SCFC BUSINESS SERVICES LLC (the "Borrower"), CHARIOT FUNDING LLC ("Char

executedamendmentno8toar Execution Copy 154966862v3 AMENDMENT NO. 8 TO AMENDED AND RESTATED LOAN AGREEMENT This AMENDMENT NO. 8, dated as of November 17, 2022 (this "Amendment"), is executed by and among SCFC BUSINESS SERVICES LLC (the "Borrower"), CHARIOT FUNDING LLC ("Chariot"), and JPMORGAN CHASE BANK, N.A. ("JPMorgan"), in its capacities as administrative agent (in such capacity, the "Administ

February 15, 2023 SC 13G

LAD / Lithia Motors Inc / BARROW HANLEY MEWHINNEY & STRAUSS LLC - SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Lithia Motors Inc (Name of Issuer) Common Stock (Title of Class of Securities) 536797103 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check appropriate box to designate the rule pursuant to which this Schedule i

February 15, 2023 EX-10.1

You’ve Exceeded the SEC’s Traffic Limit

Execution Version 45784076v8 118306793.2 0063724-00082 FOURTH AMENDMENT TO FOURTH AMENDED AND RESTATED LOAN AGREEMENT This Fourth Amendment to Fourth Amended and Restated Loan Agreement (this “Amendment”), dated as of February 9, 2023, is entered into among Lithia Motors, Inc., an Oregon corporation (the “Company”), each of the Subsidiaries of the Company listed on the signature pages of this Amen

February 15, 2023 EX-99.1

Lithia & Driveway (LAD) Increases Revenue 11% and Reports Diluted EPS of $9.00 Announces Dividend of $0.42 per Share for Fourth Quarter

Lithia & Driveway (LAD) Increases Revenue 11% and Reports Diluted EPS of $9.00 Announces Dividend of $0.42 per Share for Fourth Quarter Medford, Oregon, February 15, 2023 - Lithia & Driveway (NYSE: LAD) today reported the highest fourth quarter revenue in company history. Fourth quarter 2022 revenue increased 11% to $7.0 billion from $6.3 billion in the fourth quarter of 2021. Fourth quarter 2022

February 15, 2023 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

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 9, 2023 Date of Report (date of earliest event reported) 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) (

February 9, 2023 SC 13G/A

LAD / Lithia Motors Inc / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SC 13G/A 1 tv01318-lithiamotorsinc.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 13)* Name of issuer: Lithia Motors Inc. Title of Class of Securities: Common Stock CUSIP Number: 536797103 Date of Event Which Requires Filing of this Statement: December 30, 2022 Check the appropriate box to designat

February 8, 2023 SC 13G

SFT / Shift Technologies, Inc. Class A / LITHIA MOTORS INC - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Shift Technologies, Inc. (Name of Issuer) Class A Common Stock (Title of Class of Securities) 82452T107 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule

November 4, 2022 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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 November 1, 2022 Date of Report (date of earliest event reported) 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) (

November 4, 2022 EX-10.1

EXECUTION VERSION 154304283v7 ______________________________________________________________________________ DFC BUSINESS SERVICES, LLC, as the Borrower, DRIVEWAY FINANCE CORPORATION, as the Servicer and as the Collateral Custodian, the LENDERS from

EXECUTION VERSION 154304283v7 DFC BUSINESS SERVICES, LLC, as the Borrower, DRIVEWAY FINANCE CORPORATION, as the Servicer and as the Collateral Custodian, the LENDERS from time to time parties hereto, the AGENTS from time to time parties hereto, and MIZUHO BANK, LTD.

November 1, 2022 8-K

Financial Statements and Exhibits, Other Events

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 November 1, 2022 Date of Report (date of earliest event reported) 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) (

October 28, 2022 SC 13G

LAD / Lithia Motors Inc / MFN Partners, LP - SC 13G Passive Investment

CUSIP No. 536797103 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Lithia Motors, Inc. (Name of Issuer) Common Stock, no par value (Title of Class of Securities) 536797103 (CUSIP Number) October 21, 2022 Date of Event Which Requires Filing of this Statement Check the appropriate box to designate the r

October 27, 2022 EX-10.2

EXECUTION COPY 150870610v5 AMENDMENT NO. 3 TO AMENDED AND RESTATED LOAN AGREEMENT This AMENDMENT NO. 3, dated as of November 10, 2021 (this "Amendment"), is executed by and among SCFC BUSINESS SERVICES LLC (the "Borrower"), CHARIOT FUNDING LLC ("Char

executedamendmentno3toar EXECUTION COPY 150870610v5 AMENDMENT NO. 3 TO AMENDED AND RESTATED LOAN AGREEMENT This AMENDMENT NO. 3, dated as of November 10, 2021 (this "Amendment"), is executed by and among SCFC BUSINESS SERVICES LLC (the "Borrower"), CHARIOT FUNDING LLC ("Chariot"), and JPMORGAN CHASE BANK, N.A. ("JPMorgan"), in its capacities as administrative agent (in such capacity, the "Administ

October 27, 2022 EX-10.3

Execution Copy 151841956v3 AMENDMENT NO. 4 TO AMENDED AND RESTATED LOAN AGREEMENT This AMENDMENT NO. 4, dated as of February 8, 2022 (this "Amendment"), is executed by and among SCFC BUSINESS SERVICES LLC (the "Borrower"), CHARIOT FUNDING LLC ("Chari

executedamendmentno4toar Execution Copy 151841956v3 AMENDMENT NO. 4 TO AMENDED AND RESTATED LOAN AGREEMENT This AMENDMENT NO. 4, dated as of February 8, 2022 (this "Amendment"), is executed by and among SCFC BUSINESS SERVICES LLC (the "Borrower"), CHARIOT FUNDING LLC ("Chariot"), and JPMORGAN CHASE BANK, N.A. ("JPMorgan"), in its capacities as administrative agent (in such capacity, the "Administr

October 27, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 001-14733 Lithia Motors, Inc. (Exact name of registrant as

October 27, 2022 EX-10.4

Execution Copy 153479441v2 AMENDMENT NO. 5 TO AMENDED AND RESTATED LOAN AGREEMENT This AMENDMENT NO. 5, dated as of June 23, 2022 (this "Amendment"), is executed by and among SCFC BUSINESS SERVICES LLC (the "Borrower"), CHARIOT FUNDING LLC ("Chariot"

amendmentno5toarloanagtl Execution Copy 153479441v2 AMENDMENT NO. 5 TO AMENDED AND RESTATED LOAN AGREEMENT This AMENDMENT NO. 5, dated as of June 23, 2022 (this "Amendment"), is executed by and among SCFC BUSINESS SERVICES LLC (the "Borrower"), CHARIOT FUNDING LLC ("Chariot"), and JPMORGAN CHASE BANK, N.A. ("JPMorgan"), in its capacities as administrative agent (in such capacity, the "Administrati

October 27, 2022 EX-10.5

Execution Copy 153325876v6 AMENDMENT NO. 6 TO AMENDED AND RESTATED LOAN AGREEMENT This AMENDMENT NO. 6, dated as of July 29, 2022 (this "Amendment"), is executed by and among SCFC BUSINESS SERVICES LLC (the "Borrower"), CHARIOT FUNDING LLC ("Chariot"

executedamendmentno6toar Execution Copy 153325876v6 AMENDMENT NO. 6 TO AMENDED AND RESTATED LOAN AGREEMENT This AMENDMENT NO. 6, dated as of July 29, 2022 (this "Amendment"), is executed by and among SCFC BUSINESS SERVICES LLC (the "Borrower"), CHARIOT FUNDING LLC ("Chariot"), and JPMORGAN CHASE BANK, N.A. ("JPMorgan"), in its capacities as administrative agent (in such capacity, the "Administrati

October 27, 2022 EX-10.6

Execution Copy 154468526v2 AMENDMENT NO. 7 TO AMENDED AND RESTATED LOAN AGREEMENT This AMENDMENT NO. 7, dated as of September 26, 2022 (this "Amendment"), is executed by and among SCFC BUSINESS SERVICES LLC (the "Borrower"), CHARIOT FUNDING LLC ("Cha

amendmentno7toarloanagtl Execution Copy 154468526v2 AMENDMENT NO. 7 TO AMENDED AND RESTATED LOAN AGREEMENT This AMENDMENT NO. 7, dated as of September 26, 2022 (this "Amendment"), is executed by and among SCFC BUSINESS SERVICES LLC (the "Borrower"), CHARIOT FUNDING LLC ("Chariot"), and JPMORGAN CHASE BANK, N.A. ("JPMorgan"), in its capacities as administrative agent (in such capacity, the "Adminis

October 27, 2022 EX-10.1

150428610v2 AMENDMENT NO. 2 TO AMENDED AND RESTATED LOAN AGREEMENT This AMENDMENT NO. 2, dated as of September 14, 2021 (this "Amendment"), is executed by and among SCFC BUSINESS SERVICES LLC (the "Borrower"), CHARIOT FUNDING LLC ("Chariot"), and JPM

amendmentno2toarloanagtl 150428610v2 AMENDMENT NO. 2 TO AMENDED AND RESTATED LOAN AGREEMENT This AMENDMENT NO. 2, dated as of September 14, 2021 (this "Amendment"), is executed by and among SCFC BUSINESS SERVICES LLC (the "Borrower"), CHARIOT FUNDING LLC ("Chariot"), and JPMORGAN CHASE BANK, N.A. ("JPMorgan"), in its capacities as administrative agent (in such capacity, the "Administrative Agent")

October 19, 2022 8-K

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 October 19, 2022 Date of Report (date of earliest event reported) LITHIA MOTORS, IN

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 October 19, 2022 Date of Report (date of earliest event reported) 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) (

October 19, 2022 EX-99.1

Lithia & Driveway (LAD) Increases Revenue 18%; Reports Diluted EPS of $11.92 and Shares Outstanding Reduced by 10% Announces Dividend of $0.42 per Share for Third Quarter

Lithia & Driveway (LAD) Increases Revenue 18%; Reports Diluted EPS of $11.92 and Shares Outstanding Reduced by 10% Announces Dividend of $0.42 per Share for Third Quarter Medford, Oregon, October 19, 2022 - Lithia & Driveway (NYSE: LAD) today reported the highest third quarter revenue and earnings per share in company history. Third quarter 2022 revenue increased 18% to $7.3 billion from $6.2 bill

October 3, 2022 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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 30, 2022 Date of Report (date of earliest event reported) 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)

July 28, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 001-14733 Lithia Motors, Inc. (Exact name of registrant as speci

July 20, 2022 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

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 July 20, 2022 Date of Report (date of earliest event reported) 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) (Com

July 20, 2022 EX-99.1

Lithia & Driveway (LAD) Increases Revenue 20%; Driveway Finance Corp hits June Penetration Rate of 12.9% Announces Dividend of $0.42 per Share for Second Quarter

Lithia & Driveway (LAD) Increases Revenue 20%; Driveway Finance Corp hits June Penetration Rate of 12.

June 24, 2022 11-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K ý ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 ¨ TRANSITION REPORT PURSUANT TO SECTION 15(

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K ? ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to COMMISSION FILE NUMBER: 001-14733 A. Full title of the plan and the add

June 8, 2022 EX-10.1

You’ve Exceeded the SEC’s Traffic Limit

Execution Version 39211237.v17 115525627.2 0063724-00082 SECOND AMENDMENT TO FOURTH AMENDED AND RESTATED LOAN AGREEMENT This Second Amendment to Fourth Amended and Restated Loan Agreement (this ?Amendment?), dated as of June 2, 2022, is entered into among Lithia Motors, Inc., an Oregon corporation (the ?Company?), each of the Subsidiaries of the Company listed on the signature pages of this Amendm

June 8, 2022 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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 June 2, 2022 Date of Report (date of earliest event reported) 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) (Comm

June 8, 2022 EX-10.2

EXECUTION COPY LEGAL_38580411.20 CREDIT AGREEMENT CREDIT AGREEMENT Made as of June 3rd, 2022 Among LITHIA MASTER LP COMPANY, LP together with certain of its subsidiaries as may become Borrowers from time to time (the “Borrowers”) and LITHIA MASTER GP

EXECUTION COPY LEGAL38580411.20 CREDIT AGREEMENT CREDIT AGREEMENT Made as of June 3rd, 2022 Among LITHIA MASTER LP COMPANY, LP together with certain of its subsidiaries as may become Borrowers from time to time (the ?Borrowers?) and LITHIA MASTER GP COMPANY, INC. together with the other General Partners of the Borrowers from time to time, as Obligors and THE BANK OF NOVA SCOTIA, ROYAL BANK OF CANA

April 29, 2022 8-K

Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

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 April 27, 2022 Date of Report (date of earliest event reported) 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) (Co

April 28, 2022 EX-10.1

You’ve Exceeded the SEC’s Traffic Limit

EXECUTION VERSION 154924961 AMENDMENT NO. 1 TO CREDIT AGREEMENT THIS AMENDMENT NO. 1 TO CREDIT AGREEMENT dated as of February 8, 2022 (this ?Amendment?), is among LITHIA MOTORS, INC., an Oregon corporation (the ?Company?), each of the Subsidiaries of the Company party to the Credit Agreement as Borrowers (each, a ?Borrower? and together with the Company, the ?Borrowers?), each of the Subsidiary Gu

April 28, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 001-14733 Lithia Motors, Inc. (Exact name of registrant as spec

April 20, 2022 EX-99.1

LITHIA & DRIVEWAY (LAD) INCREASES REVENUE 54%, EPS 99%, AND ADJUSTED EPS 103%, RECORD FIRST QUARTER PERFORMANCE INCREASES DIVIDEND TO $0.42 PER SHARE FOR FIRST QUARTER

LITHIA & DRIVEWAY (LAD) INCREASES REVENUE 54%, EPS 99%, AND ADJUSTED EPS 103%, RECORD FIRST QUARTER PERFORMANCE INCREASES DIVIDEND TO $0.

April 20, 2022 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

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 April 20, 2022 Date of Report (date of earliest event reported) 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) (Co

March 11, 2022 DEF 14A

TABLE OF CONTENTS

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 ? ? Filed by the Registrant ? ? ? Filed by a Party other than the Registrant ?? ? ? ? ? CHECK THE APPROPRIATE BOX: ? ? ? ? ???Preliminary Proxy Statement ? ? ???Definitive Proxy Statement ???Confidential,

March 11, 2022 DEFA14A

UNITED STATES

DEFA14A 1 ny20001720x2defa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant  ☐ CHECK THE APPROPRIATE BOX:  ☐ Preliminary Proxy Statement ☐ Definitive Proxy Statement  ☐ Confidential, for

March 9, 2022 SC 13G/A

LAD / Lithia Motors Inc / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 12)* Name of issuer: Lithia Motors Inc. Title of Class of Securities: Common Stock CUSIP Number: 536797103 Date of Event Which Requires Filing of this Statement: February 28, 2022 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒

February 18, 2022 EX-10.3.3

LITHIA MOTORS, INC. RESTRICTED STOCK UNIT AGREEMENT

LITHIA MOTORS, INC. RESTRICTED STOCK UNIT AGREEMENT This Restricted Stock Unit Agreement (?Agreement?) is entered into pursuant to the 2013 Amended and Restated Stock Incentive Plan (the ?Plan?) adopted by the Board of Directors and Shareholders of Lithia Motors, Inc., an Oregon corporation (the ?Company?), as amended from time to time. Unless otherwise defined herein, capitalized terms in this Ag

February 18, 2022 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended: December 31, 2021 ☐ TRANSITION REPORT PURSUANT TO SEC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended: December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-14733 Lithia Motors, Inc. (Exact name of registrant as specifie

February 18, 2022 EX-21

SUBSIDIARIES OF LITHIA MOTORS, INC. (as of December 31, 2021)

EXHIBIT 21 SUBSIDIARIES OF LITHIA MOTORS, INC. (as of December 31, 2021) NAME OF ENTITY STATE OF ORIGIN ASSUMED BUSINESS NAME(S) (if different than entity name) 797 Valley Street LLC New Jersey 6200 Centennial Center Holdco, LLC Nevada 7150 West Sahara Holdco, LLC Nevada 7200 West Sahara Property Holdco II, LLC Nevada Ann Arbor-B, LLC Michigan BMW of Ann Arbor The Suburban Collection Ann Arbor-CC,

February 18, 2022 EX-4.7

You’ve Exceeded the SEC’s Traffic Limit

EXHIBIT 4.7 DESCRIPTION OF THE REGISTRANT?S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 Description of Common Stock This section describes the general terms and provisions of the shares of our Common Stock and Preferred Stock based on the provisions of our Restated Articles of Incorporation, as amended (our ?Articles?), our Second Amended and Restated Bylaws

February 14, 2022 SC 13G

SFT / Shift Technologies, Inc. Class A / LITHIA MOTORS INC - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Shift Technologies, Inc. (Name of Issuer) Class A Common Stock (Title of Class of Securities) 82452T107 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule

February 10, 2022 SC 13G/A

LAD / Lithia Motors Inc / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 11)* Name of issuer: Lithia Motors Inc. Class A Title of Class of Securities: Common Stock CUSIP Number: 536797103 Date of Event Which Requires Filing of this Statement: December 31, 2021 Check the appropriate box to designate the rule pursuant to which this Schedule is

February 9, 2022 EX-99.1

LITHIA & DRIVEWAY (LAD) INCREASES REVENUE 60%, EPS 36%, AND ADJUSTED EPS 109%, RECORD FOURTH QUARTER PERFORMANCE ANNOUNCES DIVIDEND OF $0.35 PER SHARE FOR FOURTH QUARTER

LITHIA & DRIVEWAY (LAD) INCREASES REVENUE 60%, EPS 36%, AND ADJUSTED EPS 109%, RECORD FOURTH QUARTER PERFORMANCE ANNOUNCES DIVIDEND OF $0.

February 9, 2022 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

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 9, 2022 Date of Report (date of earliest event reported) 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) (

November 30, 2021 8-K

Financial Statements and Exhibits, Other Events

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 November 30, 2021 Date of Report (date of earliest event reported) 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)

October 27, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 001-14733 Lithia Motors, Inc. (Exact name of registrant as

October 27, 2021 EX-10.2

You’ve Exceeded the SEC’s Traffic Limit

(Senior Executives, Performance- and Time-vesting) LITHIA MOTORS, INC. RESTRICTED STOCK UNIT AGREEMENT (Performance- and Time-vesting) This Restricted Stock Unit Agreement (?Agreement?) is entered into pursuant to the 2013 Amended and Restated Stock Incentive Plan (the ?Plan?) adopted by the Board of Directors and shareholders of Lithia Motors, Inc., an Oregon corporation (the ?Company?), as amend

October 20, 2021 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

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 October 20, 2021 Date of Report (date of earliest event reported) 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) (

October 20, 2021 EX-99.1

LITHIA & DRIVEWAY (LAD) INCREASES REVENUE 70%, EPS 47 %, AND ADJUSTED EPS 63%, RECORD THIRD QUARTER PERFORMANCE ANNOUNCES DIVIDEND OF $0.35 PER SHARE FOR THIRD QUARTER

LITHIA & DRIVEWAY (LAD) INCREASES REVENUE 70%, EPS 47 %, AND ADJUSTED EPS 63%, RECORD THIRD QUARTER PERFORMANCE ANNOUNCES DIVIDEND OF $0.

September 3, 2021 EX-10.1

You’ve Exceeded the SEC’s Traffic Limit

Automotive Dealer Finance 120 King Street West Suite 500 Hamilton, Ontario Canada L8P 4V2 LEGAL37007992.

September 3, 2021 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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 August 30, 2021 Date of Report (date of earliest event reported) 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) (C

July 28, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 001-14733 Lithia Motors, Inc. (Exact name of registrant as speci

July 28, 2021 EX-3.1

AMENDED AND RESTATED ARTICLES OF INCORPORATION LITHIA MOTORS, INC. ARTICLE I: NAME OF CORPORATION

AMENDED AND RESTATED ARTICLES OF INCORPORATION OF LITHIA MOTORS, INC. ARTICLE I: NAME OF CORPORATION The name of the corporation is Lithia Motors, Inc. ARTICLE II: NUMBER OF AUTHORIZED SHARES The total number of shares of stock of all classes which the corporation shall have the authority to issue is one hundred forty million (140,000,000) shares, consisting of fifteen million (15,000,000) shares

July 23, 2021 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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 July 23, 2021 Date of Report (date of earliest event reported) 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) (Com

July 21, 2021 EX-99.1

LITHIA & DRIVEWAY (LAD) REPORTS HIGHEST SECOND QUARTER EARNINGS IN COMPANY HISTORY; INCREASES REVENUE 118% AND EPS 218% ANNOUNCES DIVIDEND OF $0.35 PER SHARE FOR SECOND QUARTER

LITHIA & DRIVEWAY (LAD) REPORTS HIGHEST SECOND QUARTER EARNINGS IN COMPANY HISTORY; INCREASES REVENUE 118% AND EPS 218% ANNOUNCES DIVIDEND OF $0.

July 21, 2021 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

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 July 21, 2021 Date of Report (date of earliest event reported) 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) (Com

June 28, 2021 11-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K ý ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 ¨ TRANSITION REPORT PURSUANT TO SECTION 15(

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K ? ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 OR ? TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to COMMISSION FILE NUMBER: 001-14733 A. Full title of the plan and the add

June 9, 2021 EX-10.2

Execution Copy 148554138v6 AMENDMENT NO. 1 TO AMENDED AND RESTATED LOAN AGREEMENT This AMENDMENT NO. 1, dated as of June 4, 2021 (this "Amendment"), is executed by and among SCFC BUSINESS SERVICES LLC (the "Borrower"), CHARIOT FUNDING LLC ("Chariot")

Execution Copy 148554138v6 AMENDMENT NO. 1 TO AMENDED AND RESTATED LOAN AGREEMENT This AMENDMENT NO. 1, dated as of June 4, 2021 (this "Amendment"), is executed by and among SCFC BUSINESS SERVICES LLC (the "Borrower"), CHARIOT FUNDING LLC ("Chariot"), and JPMORGAN CHASE BANK, N.A. ("JPMorgan"), in its capacities as administrative agent (in such capacity, the "Administrative Agent"), as a Committed

June 9, 2021 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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 June 4, 2021 Date of Report (date of earliest event reported) 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) (Comm

June 9, 2021 EX-10.1

Execution Copy 147032870v2 ______________________________________________________________________________ SCFC BUSINESS SERVICES LLC, as the Borrower, DRIVEWAY FINANCE CORPORATION, as the Servicer and as the Collateral Custodian, the LENDERS from tim

Execution Copy 147032870v2 SCFC BUSINESS SERVICES LLC, as the Borrower, DRIVEWAY FINANCE CORPORATION, as the Servicer and as the Collateral Custodian, the LENDERS from time to time parties hereto, the AGENTS from time to time parties hereto, and JPMORGAN CHASE BANK, N.

May 27, 2021 EX-4.1

Indenture, dated as of May 27, 2021, among Lithia Motors, Inc., the Guarantors and the Trustee.

Exhibit 4.1 EXECUTION COPY SENIOR NOTES INDENTURE Dated as of May 27, 2021 Among LITHIA MOTORS, INC., THE SUBSIDIARY GUARANTORS LISTED ON THE SIGNATURE PAGES HERETO and U.S. BANK NATIONAL ASSOCIATION, as Trustee 3.875% SENIOR NOTES DUE 2029 TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE 1 Section 1.01 Definitions 1 Section 1.02 Other Definitions 16 Section 1.03 Rules o

May 27, 2021 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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 Date of Report (date of earliest event reported): May 27, 2021 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) (Com

May 24, 2021 8-K

Financial Statements and Exhibits, Other Events

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 Date of Report (date of earliest event reported): May 19, 2021 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) (Com

May 24, 2021 EX-1.1

Underwriting Agreement, dated May 19, 2021, among Lithia Motors, Inc. and J.P. Morgan Securities LLC and Goldman Sachs & Co. LLC, as representatives of the several Underwriters named in Schedule I thereto.

EX-1.1 2 d187419dex11.htm EX-1.1 Exhibit 1.1 Execution Version Lithia Motors, Inc. Class A Common Stock (no par value) Underwriting Agreement May 19, 2021 J.P. Morgan Securities LLC Goldman Sachs & Co. LLC As representatives (the “Representatives”) of the several Underwriters named in Schedule I hereto, c/o J.P. Morgan Securities LLC, 383 Madison Avenue New York, NY 10179 c/o Goldman Sachs & Co. L

May 21, 2021 424B5

CALCULATION OF REGISTRATION FEE Title of each class of securities to be registered Amount to be registered Maximum offering price per share Maximum aggregate offering price Amount of registration fee (1) Class A common stock without par value 3,571,4

Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-239969 CALCULATION OF REGISTRATION FEE Title of each class of securities to be registered Amount to be registered Maximum offering price per share Maximum aggregate offering price Amount of registration fee (1) Class A common stock without par value 3,571,428 $322.00 $1,149,999,816.00 $125,465.00 (1) The filing fee of $125,465

May 20, 2021 EX-99.2

LITHIA MOTORS & DRIVEWAY (LAD) ANNOUNCES UPSIZING AND PRICING OF SENIOR NOTES OFFERING

Exhibit 99.2 LITHIA MOTORS & DRIVEWAY (LAD) ANNOUNCES UPSIZING AND PRICING OF SENIOR NOTES OFFERING Medford, Oregon, May 19, 2021 - Lithia Motors & Driveway (NYSE: LAD) today announced the pricing of $800 million in aggregate principal amount of its 3.875% senior notes due 2029 (the ?Notes?) in a private offering (the ?Private Offering?), which represents an increase of $300 million from the offer

May 20, 2021 8-K

Financial Statements and Exhibits, Other Events

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 Date of Report (date of earliest event reported): May 19, 2021 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) (Com

May 20, 2021 EX-99.1

LITHIA MOTORS & DRIVEWAY (LAD) ANNOUNCES PRICING OF PUBLIC OFFERING OF COMMON STOCK

Exhibit 99.1 LITHIA MOTORS & DRIVEWAY (LAD) ANNOUNCES PRICING OF PUBLIC OFFERING OF COMMON STOCK Medford, Oregon, May 19, 2021 - Lithia Motors & Driveway (NYSE: LAD) today announced the pricing of its public offering (the ?Offering?) of 3,105,590 shares of its Class A common stock (the ?common stock?) at a price to the public of $322.00 per share. In addition, the underwriters have been granted a

May 18, 2021 8-K

Financial Statements and Exhibits, Other Events

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 Date of Report (date of earliest event reported): May 18, 2021 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) (Com

May 18, 2021 EX-99.2

LITHIA MOTORS & DRIVEWAY (LAD) ANNOUNCES PROPOSED SENIOR NOTES OFFERING

Exhibit 99.2 LITHIA MOTORS & DRIVEWAY (LAD) ANNOUNCES PROPOSED SENIOR NOTES OFFERING Medford, Oregon, May 18, 2021 - Lithia Motors & Driveway (NYSE: LAD) today announced that we intend to offer, subject to market and other conditions, $500 million in aggregate principal amount of senior notes due 2029 (the ?Notes?) in a private offering (the ?Private Offering?) that is exempt from the registration

May 18, 2021 EX-99.1

LITHIA MOTORS & DRIVEWAY (LAD) ANNOUNCES PROPOSED PUBLIC OFFERING OF COMMON STOCK

Exhibit 99.1 LITHIA MOTORS & DRIVEWAY (LAD) ANNOUNCES PROPOSED PUBLIC OFFERING OF COMMON STOCK Medford, Oregon, May 18, 2021 - Lithia Motors & Driveway (NYSE: LAD) today announced that we intend to offer, subject to market and other conditions, $1 billion of shares of our Class A common stock (the ?common stock?) in a public offering (the ?Offering?). In addition, we intend to grant the underwrite

May 18, 2021 424B5

SUBJECT TO COMPLETION, DATED MAY 18, 2021

Table of Contents This preliminary prospectus supplement and the accompanying prospectus relate to an effective registration statement under the Securities Act of 1933, but this prospectus supplement is not complete and may be changed.

May 4, 2021 EX-10.1

EXHIBIT 10.1 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. Deal CUSIP 53679VA

EXHIBIT 10.1 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. Deal CUSIP 53679VAB62 New Vehicle Floorplan Facility CUSIP 53679VAD2 Used Vehicle Floorplan Facility CUSIP 53679VAC4 Service Loaner Vehicle Floorplan Facility CUSIP 536

May 4, 2021 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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 April 29, 2021 Date of Report (date of earliest event reported) 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) (Co

May 4, 2021 8-K

Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

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 April 29, 2021 Date of Report (date of earliest event reported) 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) (Co

April 29, 2021 10-Q

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 001-14733 Lithia Motors, Inc. (Exact name of registrant as spec

April 21, 2021 EX-99.1

LITHIA MOTORS & DRIVEWAY (LAD) REPORTS HIGHEST FIRST QUARTER EARNINGS IN COMPANY HISTORY; INCREASES REVENUE 55% AND EPS 195% INCREASES DIVIDEND TO $0.35 PER SHARE FOR FIRST QUARTER

LITHIA MOTORS & DRIVEWAY (LAD) REPORTS HIGHEST FIRST QUARTER EARNINGS IN COMPANY HISTORY; INCREASES REVENUE 55% AND EPS 195% INCREASES DIVIDEND TO $0.

April 21, 2021 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

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 April 21, 2021 Date of Report (date of earliest event reported) 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) (Co

April 15, 2021 EX-10.1

US.131967368.05 CREDIT AGREEMENT Dated as of April 12, 2021 between LITHIA MOTORS, INC., LITHIA REAL ESTATE, INC., and ALLY BANK (Ally Capital in Hawaii, Mississippi, Montana and New Jersey) US.131967368.05 TABLE OF CONTENTS Page -i- ARTICLE I DEFINI

US.131967368.05 CREDIT AGREEMENT Dated as of April 12, 2021 between LITHIA MOTORS, INC., LITHIA REAL ESTATE, INC., and ALLY BANK (Ally Capital in Hawaii, Mississippi, Montana and New Jersey) US.131967368.05 TABLE OF CONTENTS Page -i- ARTICLE I DEFINITIONS AND ACCOUNTING TERMS ....................................................... 1 1.01 Defined Terms ..............................................

April 15, 2021 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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 April 12, 2021 Date of Report (date of earliest event reported) 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) (Co

April 2, 2021 DEFA14A

- DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)

March 16, 2021 DEF 14A

Proxy Statement on Schedule 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? CHECK THE APPROPRIATE BOX: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive

March 16, 2021 DEFA14A

- DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)

March 5, 2021 PRE 14A

- PRE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? CHECK THE APPROPRIATE BOX: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive

February 19, 2021 EX-21

SUBSIDIARIES OF LITHIA MOTORS, INC. (as of December 31, 2020)

EXHIBIT 21 SUBSIDIARIES OF LITHIA MOTORS, INC. (as of December 31, 2020) NAME OF ENTITY STATE OF ORIGIN ASSUMED BUSINESS NAME(S) (if different than entity name) 797 Valley Street LLC New Jersey Austin-H, Inc. Texas Howdy Honda Baierl Auto Parts, LLC Pennsylvania Baierl Automotive Corporation Pennsylvania Baierl Acura Baierl Chevrolet, Inc. Pennsylvania Baierl Chevrolet Baierl Chevrolet Cadillac Ba

February 19, 2021 10-K

Annual Report - 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended: December 31, 2020 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-14733 Lithia Motors, Inc. (Exact name of registrant as specifie

February 19, 2021 EX-10.3.3

LITHIA MOTORS, INC. RESTRICTED STOCK UNIT AGREEMENT (2021 Performance- and Time-vesting)

(Senior Executives, 2021 Performance- and Time-vesting) LITHIA MOTORS, INC. RESTRICTED STOCK UNIT AGREEMENT (2021 Performance- and Time-vesting) This Restricted Stock Unit Agreement (?Agreement?) is entered into pursuant to the 2013 Amended and Restated Stock Incentive Plan (the ?Plan?) adopted by the Board of Directors and shareholders of Lithia Motors, Inc., an Oregon corporation (the ?Company?)

February 19, 2021 EX-10.3.4

LITHIA MOTORS, INC. RESTRICTED STOCK UNIT AGREEMENT (2021 Time-vesting)

(Non-executives, 2021 Time-vesting) LITHIA MOTORS, INC. RESTRICTED STOCK UNIT AGREEMENT (2021 Time-vesting) This Restricted Stock Unit Agreement (?Agreement?) is entered into pursuant to the 2013 Amended and Restated Stock Incentive Plan (the ?Plan?) adopted by the Board of Directors and Shareholders of Lithia Motors, Inc., an Oregon corporation (the ?Company?), as amended from time to time. Unles

February 12, 2021 SC 13G/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 4)* Lithia Motors, Inc. (Name of Issuer) Class A common stock without par value (Title of Class of Securities)

SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

February 12, 2021 SC 13G/A

SCHEDULE 13G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2 )* Lithia Motors Inc (Name of Issuer) Common Stock (Title of Class of Securities) 536797103 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sche

February 12, 2021 SC 13G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Shift Technologies, Inc. (Name of Issuer) Class A Common Stock (Title of Class of Securities) 82452T107 (CUSIP Number) Dece

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Shift Technologies, Inc. (Name of Issuer) Class A Common Stock (Title of Class of Securities) 82452T107 (CUSIP Number) December 31, 2020 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule

February 10, 2021 SC 13G/A

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 10)*

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 10)* Name of issuer: Lithia Motors Inc. Class A Title of Class of Securities: Common Stock CUSIP Number: 536797103 Date of Event Which Requires Filing of this Statement: December 31, 2020 Check the appropriate box to designate the rule pursuant to which this Schedule is

February 3, 2021 EX-99.1

LAD REPORTS HIGHEST FOURTH QUARTER AND FULL YEAR EARNINGS IN COMPANY HISTORY DECLARES DIVIDEND OF $0.31 PER SHARE FOR FOURTH QUARTER

LAD REPORTS HIGHEST FOURTH QUARTER AND FULL YEAR EARNINGS IN COMPANY HISTORY DECLARES DIVIDEND OF $0.

February 3, 2021 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

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 3, 2021 Date of Report (date of earliest event reported) 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) (

December 22, 2020 EX-10.1

LITHIA MOTORS, INC. SHORT-TERM INCENTIVE PLAN (Effective January 1, 2021)

Exhibit 10.1 LITHIA MOTORS, INC. SHORT-TERM INCENTIVE PLAN (Effective January 1, 2021) 1. PURPOSE The purpose of the Plan is to motivate and reward eligible employees by making a portion of their cash compensation dependent on the achievement of certain Performance Goals related to the performance of Lithia Motors, Inc. (the “Company”) and its affiliates. The Plan replaces the Company’s Performanc

December 22, 2020 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits - 8-K

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 December 16, 2020 Date of Report (date of earliest event reported) 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)

October 23, 2020 10-Q

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-14733 LITHI

October 21, 2020 EX-99.1

LITHIA REPORTS HIGHEST QUARTERLY NET INCOME IN COMPANY HISTORY DECLARES DIVIDEND OF $0.31 PER SHARE FOR THIRD QUARTER

LITHIA REPORTS HIGHEST QUARTERLY NET INCOME IN COMPANY HISTORY DECLARES DIVIDEND OF $0.

October 21, 2020 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events - 8-K

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 October 21, 2020 Date of Report (date of earliest event reported) 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) (

October 9, 2020 EX-4.1

Indenture, dated as of October 9, 2020, among Lithia Motors, Inc., the Guarantors and the Trustee.

EX-4.1 Exhibit 4.1 Execution Copy SENIOR NOTES INDENTURE Dated as of October 9, 2020 Among LITHIA MOTORS, INC., THE SUBSIDIARY GUARANTORS LISTED ON THE SIGNATURE PAGES HERETO and U.S. BANK NATIONAL ASSOCIATION, as Trustee 4.375% SENIOR NOTES DUE 2031 TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE 1 Section 1.01 Definitions 1 Section 1.02 Other Definitions 25 Section 1.

October 9, 2020 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant - 8-K

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 Date of Report (date of earliest event reported): October 9, 2020 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) (C

October 5, 2020 8-K

Financial Statements and Exhibits, Other Events - 8-K

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 Date of Report (date of earliest event reported): October 5, 2020 (September 30, 2020) LITHIA MOTORS, INC (Exact name of registrant as specified in its charter) Oregon 001-14733 93-0572810 (State or other jurisdiction of incorporatio

October 5, 2020 EX-1.1

Underwriting Agreement, dated September 30, 2020, among Lithia Motors, Inc. and Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC, as representatives of the several Underwriters named in Schedule I thereto.

EX-1.1 Exhibit 1.1 Execution Version Lithia Motors, Inc. Class A Common Stock (no par value) Underwriting Agreement September 30, 2020 Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC As representatives (the “Representatives”) of the several Underwriters named in Schedule I hereto, c/o Goldman Sachs & Co. LLC, 200 West Street New York, New York 10282 c/o J.P. Morgan Securities LLC, 383 Madison

October 2, 2020 424B5

CALCULATION OF REGISTRATION FEE Title of each class of securities to be registered Amount to be registered Maximum offering price per share Maximum aggregate offering price Amount of registration fee(1) Class A Common Stock, no par value 3,659,091 $2

424B5 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-239969 CALCULATION OF REGISTRATION FEE Title of each class of securities to be registered Amount to be registered Maximum offering price per share Maximum aggregate offering price Amount of registration fee(1) Class A Common Stock, no par value 3,659,091 $220.00 $805,000,020.00 $87,826.00 (1) The filing fee of $87,826.00

October 1, 2020 8-K

Financial Statements and Exhibits, Other Events - 8-K

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 Date of Report (date of earliest event reported): October 1, 2020 (September 30, 2020) LITHIA MOTORS, INC (Exact name of registrant as specified in its charter) Oregon 001-14733 93-0572810 (State or other jurisdiction of incorporatio

October 1, 2020 EX-99.1

Lithia Announces Pricing of Public Offering of Common Stock

EX-99.1 Exhibit 99.1 Lithia Announces Pricing of Public Offering of Common Stock Medford, Oregon, September 30, 2020 - Lithia Motors, Inc. (NYSE: LAD) today announced the pricing of its public offering (the “Offering”) of 3,181,819 shares of its Class A common stock (the “common stock”) at a price to the public of $220.00 per share. In addition, the underwriters have been granted a 30-day option t

October 1, 2020 EX-99.2

Lithia Announces Upsizing and Pricing of Senior Notes Offering

EX-99.2 Exhibit 99.2 Lithia Announces Upsizing and Pricing of Senior Notes Offering Medford, Oregon, September 30, 2020 - Lithia Motors, Inc. (NYSE: LAD) today announced the pricing of $550 million in aggregate principal amount of its 4.375% senior notes due 2031 (the “Notes”) in a private offering (the “Private Offering”), which represents an increase of $50 million from the offering size previou

September 29, 2020 EX-99.2

LITHIA ANNOUNCES PROPOSED PUBLIC OFFERING OF COMMON STOCK

EX-99.2 Exhibit 99.2 LITHIA ANNOUNCES PROPOSED PUBLIC OFFERING OF COMMON STOCK Medford, Oregon, September 29, 2020 - Lithia Motors, Inc. (NYSE: LAD) today announced that we intend to offer, subject to market and other conditions, $700 million of shares of our Class A common stock (the “common stock”) in a public offering (the “Offering”). In addition, we intend to grant the underwriters a 30-day o

September 29, 2020 EX-99.3

LITHIA ANNOUNCES PROPOSED SENIOR NOTES OFFERING

EX-99.3 Exhibit 99.3 LITHIA ANNOUNCES PROPOSED SENIOR NOTES OFFERING Medford, Oregon, September 29, 2020 - Lithia Motors, Inc. (NYSE: LAD) today announced that we intend to offer, subject to market and other conditions, $500 million in aggregate principal amount of senior notes due 2031 (the “Notes”) in a private offering (the “Private Offering”) that is exempt from the registration requirements o

September 29, 2020 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events - 8-K

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 Date of Report (date of earliest event reported): September 29, 2020 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)

September 29, 2020 FWP

LITHIA MOTORS REPORTS PRELIMINARY THIRD QUARTER 2020 RESULTS

FWP Filed Pursuant to Rule 433 Issuer Free Writing Prospectus dated September 29, 2020 Relating to Preliminary Prospectus dated September 29, 2020 Registration No.

September 29, 2020 EX-99.1

LITHIA MOTORS REPORTS PRELIMINARY THIRD QUARTER 2020 RESULTS

EX-99.1 Exhibit 99.1 LITHIA MOTORS REPORTS PRELIMINARY THIRD QUARTER 2020 RESULTS Medford, Oregon, September 29, 2020 - Lithia Motors, Inc. (NYSE: LAD) today reported preliminary financial results for the three months ending September 30, 2020. Based on preliminary information available today, Lithia expects third quarter 2020 net income per diluted share to be between $6.10 to $6.40 representing

September 29, 2020 424B5

SUBJECT TO COMPLETION, DATED SEPTEMBER 29, 2020

424B5 Table of Contents Filed pursuant to Rule 424(b)(5) Registration No. 333-239969 This preliminary prospectus supplement and the accompanying prospectus relate to an effective registration statement under the Securities Act of 1933, but this prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell t

September 28, 2020 CORRESP

-

Lithia Motors, Inc. 150 N. Bartlett Street Medford, Oregon 97501 September 28, 2020 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F Street, N.E. Washington, D.C. 20549 Attn: Tony Watson Jim Allegretto Re: Lithia Motors Inc. Form 10-K for the Fiscal Year Ended December 31, 2019 Filed February 21, 2020 File No. 1-14733 Dear Mr. Watso

July 24, 2020 424B5

CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered Proposed Maximum Aggregate Offering Price Amount of Registration Fee(1) Common Stock, no par value $400,000,000 $51,920

424B5 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-239969 CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered Proposed Maximum Aggregate Offering Price Amount of Registration Fee(1) Common Stock, no par value $400,000,000 $51,920 (1) Calculated in accordance with Rule 457(o) under the Securities Act of 1933, as amended (the “Securities Act”

July 24, 2020 8-K

Financial Statements and Exhibits, Other Events

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 Date of Report (date of earliest event reported): July 24, 2020 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) (Com

July 24, 2020 EX-1.1

ATM Equity OfferingSM Sales Agreement, dated July 24, 2020, among Lithia Motors, Inc., BofA Securities, Inc. and Jefferies LLC, as Sales Agents, and Bank of America, N.A. and Jefferies LLC, as Forward Purchasers.

EX-1.1 Exhibit 1.1 Lithia Motors, Inc. Class A Common Stock (no par value) ATM EQUITY OFFERINGSM SALES AGREEMENT July 24, 2020 BofA Securities, Inc. Jefferies LLC One Bryant Park 520 Madison Avenue New York, New York 10036 New York, New York 10022 As Agents Bank of America, N.A. Jefferies LLC c/o BofA Securities, Inc. 520 Madison Avenue One Bryant Park New York, New York 10022 New York, New York 1

July 24, 2020 10-Q

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-14733 LITHIA MOT

July 22, 2020 EX-99.1

LITHIA REPORTS HIGHEST SECOND QUARTER NET INCOME IN COMPANY HISTORY DECLARES DIVIDEND OF $0.31 PER SHARE FOR SECOND QUARTER

LITHIA REPORTS HIGHEST SECOND QUARTER NET INCOME IN COMPANY HISTORY DECLARES DIVIDEND OF $0.

July 22, 2020 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

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 July 22, 2020 Date of Report (date of earliest event reported) 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) (Com

July 21, 2020 S-3ASR

- FORM S-3ASR

Form S-3ASR Table of Contents As filed with the Securities and Exchange Commission on July 21, 2020 Registration No.

July 16, 2020 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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 July 14, 2020 Date of Report (date of earliest event reported) 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) (Com

July 16, 2020 EX-10.1

You’ve Exceeded the SEC’s Traffic Limit

EXECUTION VERSION Published CUSIP Number: 53679YAA2 Revolving Credit CUSIP Number: 53679YAB0 CREDIT AGREEMENT dated as of July 14, 2020, by and among LITHIA MOTORS, INC.

July 7, 2020 8-K

Financial Statements and Exhibits, Other Events

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 July 7, 2020 Date of Report (date of earliest event reported) 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) (Comm

July 7, 2020 EX-99.1

LITHIA MOTORS REPORTS RECORD JUNE USED VEHICLE SALES INCREASING 23% AND THE ACQUISITION OF TWO ADDITIONAL LOCATIONS EXPANDING NATIONAL NETWORK

LITHIA MOTORS REPORTS RECORD JUNE USED VEHICLE SALES INCREASING 23% AND THE ACQUISITION OF TWO ADDITIONAL LOCATIONS EXPANDING NATIONAL NETWORK Medford, Oregon, July 7, 2020 - Lithia Motors, Inc.

June 24, 2020 11-K

- 11-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K ý ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2019 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to COMMISSION FILE NUMBER: 001-14733 A. Full title of the plan and the add

June 2, 2020 8-K

Financial Statements and Exhibits, Other Events

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 June 2, 2020 Date of Report (date of earliest event reported) 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) (Comm

June 2, 2020 EX-99.1

LITHIA MOTORS REPORTS BUSINESS IMPROVEMENTS WITH SEQUENTIAL INCREASES THROUGHOUT APRIL AND MAY

LITHIA MOTORS REPORTS BUSINESS IMPROVEMENTS WITH SEQUENTIAL INCREASES THROUGHOUT APRIL AND MAY Medford, Oregon, June 2, 2020 - Lithia Motors, Inc.

April 24, 2020 8-K

Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

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 April 23, 2020 Date of Report (date of earliest event reported) 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) (Co

April 24, 2020 10-Q

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-14733 LITHIA MO

April 22, 2020 8-K

April 22, 2020

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 April 22, 2020 Date of Report (date of earliest event reported) 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) (Co

April 22, 2020 EX-99

LITHIA REPORTS FIRST QUARTER 2020 RESULTS DECLARES DIVIDEND OF $0.30 PER SHARE FOR FIRST QUARTER

LITHIA REPORTS FIRST QUARTER 2020 RESULTS DECLARES DIVIDEND OF $0.30 PER SHARE FOR FIRST QUARTER Medford, Oregon, April 22, 2020 - Lithia Motors, Inc. (NYSE: LAD) today reported first quarter 2020 revenue of $2.8 billion. First quarter 2020 net income per diluted share was $1.97, a 19% decrease from $2.42 per diluted share reported in the first quarter of 2019. Adjusted first quarter 2020 net inco

April 13, 2020 EX-99.1

LITHIA MOTORS REPORTS PRELIMINARY FIRST QUARTER 2020 RESULTS

LITHIA MOTORS REPORTS PRELIMINARY FIRST QUARTER 2020 RESULTS Medford, Oregon, April 13, 2020 - Lithia Motors, Inc.

April 13, 2020 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

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 April 13, 2020 Date of Report (date of earliest event reported) 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) (Comm

April 3, 2020 DEFA14A

LAD / Lithia Motors, Inc. DEFA14A - - DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ý Filed by a Party other than the Registrant ¨ Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)

March 27, 2020 8-K

Other Events

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 March 27, 2020 Date of Report (date of earliest event reported) 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) (Comm

March 11, 2020 DEF 14A

Schedule 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] CHECK THE APPROPRIATE BOX: PAYMENT OF FILING FEE (CHECK THE APPROPRIATE BOX): [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Comm

March 11, 2020 DEF 14A

DEF 14A COURTESY COPY

PROXY STATEMENT 2020 Notice of 2020 Annual Meeting of Shareholders and Proxy Statement Thursday, April 23, 2020 at 8:30 a.

March 11, 2020 DEFA14A

LAD / Lithia Motors, Inc. DEFA14A - - DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ý Filed by a Party other than the Registrant ¨ Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)

February 28, 2020 10-K/A

Annual Report - 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 10-K/A (Amendment No. 1) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended: December 31, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-14733 LITHIA MOTORS INC (Exact name of regi

February 21, 2020 EX-10.3.4

LITHIA MOTORS, INC. RESTRICTED STOCK UNIT AGREEMENT (2020 Time-vesting)

(Non-executives, 2020 Time-vesting) LITHIA MOTORS, INC. RESTRICTED STOCK UNIT AGREEMENT (2020 Time-vesting) This Restricted Stock Unit Agreement (“Agreement”) is entered into pursuant to the 2013 Amended and Restated Stock Incentive Plan (the “Plan”) adopted by the Board of Directors and Shareholders of Lithia Motors, Inc., an Oregon corporation (the “Company”), as amended from time to time. Unles

February 21, 2020 EX-10.3.3

LITHIA MOTORS, INC. RESTRICTED STOCK UNIT AGREEMENT (2020 Performance- and Time-vesting)

(Senior Executives, 2020 Performance- and Time-vesting) LITHIA MOTORS, INC. RESTRICTED STOCK UNIT AGREEMENT (2020 Performance- and Time-vesting) This Restricted Stock Unit Agreement (“Agreement”) is entered into pursuant to the 2013 Amended and Restated Stock Incentive Plan (the “Plan”) adopted by the Board of Directors and shareholders of Lithia Motors, Inc., an Oregon corporation (the “Company”)

February 21, 2020 10-K

Annual Report - 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended: December 31, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-14733 LITHIA MOTORS INC (Exact name of registrant as specified

February 21, 2020 EX-4.5

DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934

EXHIBIT 4.5 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 Description of Common Stock This section describes the general terms and provisions of the shares of our common and preferred stock based on the provisions of our Restated Articles of Incorporation, as amended (our “Articles”), our Second Amended and Restated Bylaws (our

February 21, 2020 EX-10.10.3

AMENDMENT NO. 1 TO THE LITHIA MOTORS, INC. EXECUTIVE MANAGEMENT NON-QUALIFIED DEFERRED COMPENSATION AND LONG-TERM INCENTIVE PLAN

EX 10.10.3 AMENDMENT NO. 1 TO THE LITHIA MOTORS, INC. EXECUTIVE MANAGEMENT NON-QUALIFIED DEFERRED COMPENSATION AND LONG-TERM INCENTIVE PLAN WHEREAS, Lithia Motors, Inc. (the “Company”) established and maintains the Lithia Motors, Inc. Executive Management Non-Qualified Deferred Compensation and Long-Term Incentive Plan, effective February 22, 2011 (the “Plan”); and WHEREAS, Section 9.1(a) of the P

February 21, 2020 EX-21

SUBSIDIARIES OF LITHIA MOTORS, INC. (as of December 31, 2019) NAME OF ENTITY STATE OF ORIGIN ASSUMED BUSINESS NAME(S) (if different than entity name) 797 Valley Street LLC New Jersey Baierl Auto Parts, LLC Pennsylvania Baierl Automotive Corporation P

EXHIBIT 21 SUBSIDIARIES OF LITHIA MOTORS, INC. (as of December 31, 2019) NAME OF ENTITY STATE OF ORIGIN ASSUMED BUSINESS NAME(S) (if different than entity name) 797 Valley Street LLC New Jersey Baierl Auto Parts, LLC Pennsylvania Baierl Automotive Corporation Pennsylvania Baierl Acura Baierl Chevrolet, Inc. Pennsylvania Baierl Chevrolet Baierl Chevrolet Cadillac Baierl Holding, LLC Pennsylvania Ca

February 14, 2020 SC 13G/A

LAD / Lithia Motors, Inc. / Park West Asset Management LLC - AMENDMENT NO. 2 Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2 – Exit Filing)* LITHIA MOTORS, inc. (Name of Issuer) CLASS A Common Stock, NO par value per share (Title of Class of Securities) 536797103 (CUSIP Number) December 31, 2019 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to

February 13, 2020 SC 13G/A

LAD / Lithia Motors, Inc. / ABRAMS CAPITAL MANAGEMENT, L.P. - AMENDMENT NO. 3 Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

February 12, 2020 SC 13G/A

LAD / Lithia Motors, Inc. / DIMENSIONAL FUND ADVISORS LP - SCHEDULE 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* LITHIA MOTORS INC-CL A (Name of Issuer) Common Stock (Title of Class of Securities) 536797103 (CUSIP Number) December 31, 2019 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this

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