What changed in this filing

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Item 1. Business

2026-02-20 compared with 2025-02-26 · 74 added, 70 removed, 274 unchanged (34% of the section changed)

Asbury Automotive Group, Inc., a Delaware corporation organized in 2002, is a Fortune 500 company and one of the largest franchised automotive retailers in the United States.

Our mission and vision is to put the guest experience first and follow our "North Star" to be the most guest-centric automotive retailer in the industry.

Our mission is to put the guest experience first and follow our "North Star," i.e., to be the most guest-centric automotive retailer in the industry.

We follow three key principles to guide us:

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Our strong organizational culture and purposeful mission allow us to continuously deliver best-in-class experiences to our guests.

As of December 31, 2024, we owned and operated 198 new vehicle franchises, representing 31 brands of automobiles at 152 dealership locations, 37 collision centers, and Total Care Auto, Powered by Landcar ("TCA" or "TCA Business"), our finance and insurance ("F&I") product provider, within 14 states.

Our store operations are conducted by our subsidiaries and the Company operates in two reportable segments, the Dealerships and TCA segments.

We offer an extensive range of automotive products and services fulfilling the entire vehicle ownership lifecycle including new and used vehicles, parts and service, which includes vehicle repair and maintenance services, replacement parts and collision repair services (collectively referred to as "parts and services" or "P&S"), and F&I products, including arranging vehicle financing through third parties and aftermarket products, such as extended service contracts, guaranteed asset protection ("GAP") debt cancellation and prepaid maintenance.

As of December 31, 2025, we owned and operated 223 new vehicle franchises, representing 36 brands of automobiles at 171 dealership locations, 39 collision centers, and Total Care Auto, Powered by Asbury ("TCA" or "TCA Business"), our finance and insurance ("F&I") product provider, within 15 states.

Our store operations are conducted by our subsidiaries and the Company operates in two reportable segments, Dealerships and TCA.

We offer an extensive range of automotive products and services fulfilling the entire vehicle ownership lifecycle, including new and used vehicles;

parts and service, which includes vehicle repair and maintenance services;

replacement parts and collision repair services (collectively referred to as "parts and services" or "P&S");

and F&I products, including arranging vehicle financing through third parties and aftermarket products such as extended service contracts, guaranteed asset protection ("GAP") debt cancellation and prepaid maintenance.

We strive for a diversified mix of products, services, brands and geographic locations which allows us to reduce our reliance on any one manufacturer, minimize the impact from changes in customer preference and maintain profitability across fluctuations in new vehicle sales.

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Our omni-channel platform is designed to engage with customers where and when they want to interact and to increase our market share through digital innovation.

We are focused on providing a high level of customer service and have designed our dealerships’ services to meet the increasingly sophisticated needs of customers throughout the vehicle ownership lifecycle.

We are focused on providing a high level of customer service and have designed our dealership services to meet the increasingly sophisticated needs of customers throughout the vehicle ownership lifecycle.

Our digital capabilities further enhance our physical dealership network and drive additional revenue.

Our ability to provide a low friction experience across our omni-channel platform drives customer satisfaction and repeat business across our dealership portfolio.

On February 14, 2025, the Company, through one of its subsidiaries, entered into a Purchase and Sale Agreement (the "Transaction Agreement") with various entities that comprise the Herb Chambers automotive group (the "Herb Chambers Dealerships").

Pursuant to the Transaction Agreement, the Company is expected to acquire substantially all of the assets, including all real property and businesses, of the Herb Chambers Dealerships (collectively, the "Businesses") for an aggregate purchase price of approximately $1.34 billion, which includes $750 million for goodwill and approximately $590 million for the real estate and leasehold improvements.

In addition, the Company will acquire new vehicles, used vehicles, service loaner vehicles, fixed assets, parts and supplies for a purchase price to be determined at the closing (the "Closing") of the transactions set forth in the Transaction Agreement and will reimburse the Herb Chambers Dealerships for certain dealership construction and development costs incurred prior to the Closing.

The Businesses include 33 dealerships, 52 franchises and three collision centers.

Herb Chambers will retain ownership of the Mercedes-Benz of Boston dealership in Somerville, Massachusetts (the "MB Boston Dealership").

The Transaction Agreement includes certain restrictions and obligations regarding the sale of the MB Boston Dealership, including a put right obligating the Company to purchase the MB Boston Dealership during the five-year period following the Closing, absent certain circumstances.

The Closing is subject to various customary closing conditions, including (i) receipt of approval of the transactions by certain automotive manufacturers, (ii) receipt of certain governmental clearances, including the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, (iii) the continued accuracy of the representations and warranties of the parties, (iv) the assignment of certain leases and key contracts and (v) the absence of a material adverse effect.

The Transaction Agreement also contains certain termination rights.

The Herb Chambers Dealerships may, in some circumstances of termination, be required to pay us a termination fee of $100 million, and in other circumstances of termination, be entitled to receive certain earnest money.

The Closing is anticipated to occur in the second quarter of 2025.

Some but not all of the factors that could cause actual results or events to differ materially from those anticipated are set forth at "Item 1A.

Risk Factors" in this Form 10-K.

There were no acquisitions during the years ended December 31, 2024 and 2022.

On December 11, 2023, the Company completed the acquisition of the business of the Jim Koons ("Koons") Automotive Companies, (collectively, the "Koons acquisition"), thereby acquiring 20 new vehicle dealerships, six collision centers and the real property related thereto for an aggregate purchase price of approximately $1.50 billion, which includes $256.1 million of new vehicle floor plan financing and $100.9 million of assets held for sale related to Koons Lexus of Wilmington.

On July 21, 2025, the Company completed its acquisition of substantially all of the assets, including real property and businesses, of The Herb Chambers Companies (the "Herb Chambers acquisition") for an aggregate purchase price of approximately $1.76 billion.

The Herb Chambers acquisition was primarily funded with borrowings under Asbury’s existing senior credit facility and borrowings under the 2025 Real Estate Facility.

The Herb Chambers acquisition comprised 33 dealerships, 52 franchises and three collision centers and real property and related businesses.

The Herb Chambers acquisition increased the Company's footprint in the northeast region of the United States.

There were no acquisitions during the year ended December 31, 2024.

On December 11, 2023, the Company completed its acquisition of the Jim Koons ("Koons") Automotive Companies, (collectively, the "Koons acquisition"), acquiring 20 new vehicle dealerships, six collision centers and the real property related thereto for an aggregate purchase price of approximately $1.50 billion.

The acquisition was funded with borrowings under Asbury’s existing credit facility and cash on hand.

The Koons acquisition diversified Asbury's geographic mix, with expansion in the greater Washington-Baltimore region of the United States.

During the year ended December 31, 2024, we sold 1 Lexus franchise (1 dealership location) in Wilmington, Delaware due to OEM requirements in connection with the Koons acquisition, 1 Nissan franchise (1 dealership location) in Denver, Colorado, 1 Nissan franchise (1 dealership location) in Atlanta, Georgia, 1 Chevrolet franchise (1 dealership location) in Atlanta, Georgia and 1 Honda franchise (1 dealership location) in Spokane, Washington.

The Koons acquisition diversified Asbury's geographic mix, with expansion into the greater Washington-Baltimore region of the United States.

During the year ended December 31, 2025, we sold the following franchises:

Manufacturer Franchises Locations States

Toyota 3 3 California;

Nissan 1 1 Colorado

Chrysler Jeep Dodge Ram 12 4 Colorado;

Volvo 1 1 South Carolina

Lexus 2 2 Utah

Chevrolet Buick GMC 4 3 Utah;

Ford 1 1 Utah

The Company recorded a pre-tax gain totaling $80.2 million which is presented in our accompanying consolidated statements of income as a gain on dealership divestitures, net.

During the year ended December 31, 2023, we sold 1 franchise (1 dealership location) in Austin, Texas.

The Company recorded a pre-tax gain totaling $13.5 million.

During the year ended December 31, 2022, we sold one franchise (one dealership location) in St.

Louis, Missouri, three franchises (three dealership locations) and one collision center in Denver, Colorado, two franchises (two dealership locations) in Spokane, Washington, one franchise (one dealership location) in Albuquerque, New Mexico and 11 franchises (nine dealership locations) and two collision centers in North Carolina.

During the year ended December 31, 2024, we sold the following franchises:

Manufacturer Franchises Locations States

Nissan 2 2 Colorado;

Lexus 1 1 Delaware

Chevrolet 1 1 Georgia

Honda 1 1 Washington

The Company recorded a pre-tax gain totaling $8.6 million which is presented in our accompanying consolidated statements of income as a gain on dealership divestitures, net.

During the year ended December 31, 2023, we sold one franchise (one dealership location) in Austin, Texas.

The Company recorded a pre-tax gain totaling $13.5 million.

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David McDavid Auto Group Texas Ford, Honda(a), Lincoln

Greenville Automotive Group South Carolina Land Rover, Porsche, Toyota, Volvo

Hare, Bill Estes & Kahlo Automotive Groups Indiana Chevrolet(b), Chrysler(a), Dodge Ram(a), Ford, GMC, Honda, Isuzu, Jeep(a), Toyota

Jim Koons Automotive Companies Maryland Chevrolet(a), Ford, GMC, Kia, Mercedes-Benz, Sprinter, Toyota(b), Volvo

Greenville Automotive Group South Carolina Land Rover, Porsche, Toyota

Hare, Bill Estes & Kahlo Automotive Groups Indiana Chevrolet, Chrysler(a), Dodge Ram(a), Ford, Honda, Isuzu, Jeep(a), Toyota

Herb Chambers Dealerships Massachusetts Alfa Romeo(a), Audi(a), Bentley, BMW(a), Cadillac, Chevrolet, Chrysler(a), Dodge Ram(a), Fiat(a), Ford(a), Honda(b), Hyundai, Infiniti, Jaguar(a), Jeep(a), Kia, Lamborghini, Land Rover(a), Lexus(a), Lincoln(a), Maserati(a), Mercedes-Benz(a), MINI, Porsche(a), Rolls Royce, Sprinter, Toyota(a), Volvo

Rhode Island Alfa Romeo, Cadillac, Maserati

Jim Koons Automotive Companies Maryland Chevrolet(a), Ford, GMC, Kia, Mercedes-Benz, Sprinter, Toyota(a), Volvo

Virginia Buick, Chevrolet, Chrysler, Dodge Ram, Ford(b), GMC(a), Hyundai, Jeep, Kia, Toyota(a)

Miller Dealerships Arizona Chrysler(b), Dodge Ram(c), Fiat, Ford, Genesis, Hyundai, Jeep(b), Nissan, Toyota, Volkswagen(a)

California Toyota(a)

Colorado Chrysler(a), Dodge Ram(b), Fiat, Ford, Jeep(a), Nissan, Volkswagen

Colorado Chrysler(a), Dodge Ram(b), Fiat, Ford, Jeep(a), Volkswagen

Idaho Chrysler, Dodge Ram, Honda, Jeep, Subaru

New Mexico Chevrolet, Chrysler(a), Dodge Ram, Hyundai(a), Jeep(a), Toyota

Utah Chevrolet(a), Chrysler(c), Dodge Ram(c), Ford(b), Honda, Jeep(c), Lexus(a), Lincoln, Mercedes-Benz, Toyota, Sprinter

Mike Shaw, Stevinson & Arapahoe Automotive Groups Colorado Subaru(a), Chevrolet, Chrysler, Dodge Ram, Hyundai(a), Jaguar, Jeep, Lexus(a), Porsche, Toyota(a)

Utah Chevrolet, Chrysler, Dodge Ram, Ford(a), Honda, Jeep, Lincoln, Mercedes-Benz, Toyota, Sprinter

Mike Shaw, Stevinson & Arapahoe Automotive Groups Colorado Subaru(a), Chevrolet, Hyundai(a), Jaguar, Lexus(a), Porsche, Toyota(a)

Nalley Automotive Group Georgia Acura, Audi, Bentley, BMW, Honda, Hyundai, Infiniti(a), Kia, Lexus(a), Toyota(b), Volkswagen

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Our new vehicle revenues include new vehicle sales and lease transactions arranged by our dealerships with third-party financial institutions.

We believe that leasing provides a number of benefits to our other business lines, including the historical customer loyalty to the leasing dealership for repairs and maintenance services and the fact that lessors typically give the leasing dealership the first option to purchase the off-lease vehicle.

We believe that leasing provides a number of benefits to our other business lines, including the historical

customer loyalty to the leasing dealership for repairs and maintenance services and the fact that lessors typically give the leasing dealership the first option to purchase the off-lease vehicle.

Used Vehicle Sales

We sell used vehicles at all our franchised dealership locations.

Used vehicle sales include the sale of used vehicles to individual retail customers ("used retail") and the sale of used vehicles to other dealers or licensed wholesalers ("wholesale") (the terms "used retail" and "wholesale" collectively referred to as "used").

Gross profit from the sale of used vehicles depends primarily on our dealerships' ability to obtain a high-quality supply of used vehicles and our use of technology to manage our inventory.

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Parts and Service

We provide vehicle repair and maintenance services, sell replacement parts, and recondition used vehicles at all of our dealerships.

In addition, we provide collision repair services at our 37 free-standing collision repair centers that we operate either on the premises of, or in close proximity to, our dealerships.

Historically, parts and service revenues have been more stable than those from vehicle sales.

We provide vehicle repair and maintenance services, sell replacement parts, and recondition used vehicles at all our dealerships.

Additionally, we provide collision repair services at our 39 free-standing collision repair centers that we operate either on the premises of or in close proximity to our dealerships.

Historically, parts and service revenues have been more stable than revenues from vehicle sales.

Industry-wide, parts and service revenues have consistently increased over time primarily due to the increased cost of maintaining vehicles, the added technical complexity of vehicles, and the increasing number of vehicles on the road.

The automotive parts and service industry tends to be highly fragmented, with franchised dealerships and independent repair shops competing for this business.

We believe, however, that the increased use of advanced technology in vehicles is making it difficult for independent repair shops to compete effectively with franchised dealerships as they may not be able to make the investments necessary to perform major or technical repairs.

We believe that the increased use of advanced technology in vehicles is making it difficult for independent repair shops to compete effectively with franchised dealerships, however, as independent repair shops may not be able to make the investments necessary to perform major or technical repairs.

In an effort to maintain the necessary knowledge to service vehicles and further develop our technician staff, we focus on our internal and manufacturer specific training and development programs for new and existing technicians.

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F&I revenue in our TCA segment represents the premium revenue earned from customers for F&I products primarily sold in connection with the purchase of vehicles at our dealerships.

The premium revenue is recognized over the life of the F&I

product contract as services are provided.

The premium revenue is recognized over the life of the F&I product contract as services are provided.

We capitalize costs, such as employee sales commissions, to obtain customer contracts, and amortize those costs over the life of the contract.

Amortization of costs to obtain customer contracts is included in selling, general and administrative expenses in the consolidated statements of income.

The portion of commissions that are paid to affiliated dealerships are eliminated upon consolidation.

The portion of commissions that are paid to affiliated dealerships is eliminated upon consolidation.

The Dealerships segment also provides vehicle repair and maintenance services to TCA customers in connection with claims related to TCA's products.

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Accelerate same store growth and guest experience through technology investment .

As part of our long-term growth strategy, we invest in technologies or partner with leading software platform vendors to develop applications that (i) serve our guests with omni-channel buying options offering enhanced speed, and transparency and (ii) drive a more efficient guest experience at a lower cost to serve.

As part of our long-term growth strategy, we invest in technologies and partner with leading software platform vendors to develop applications that (i) serve our guests with omni-channel buying options offering enhanced speed and transparency, and (ii) drive a more efficient guest experience at a lower cost to serve.

Grow F&I product penetration and expand TCA's service offerings across the full dealership portfolio.

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TCA’s key offerings include vehicle service contracts, prepaid maintenance, protection plans, key and remote replacement, leased vehicle protection and tire and wheel protection.

Over the long-term, we expect that the profitability of our TCA products will be higher than the profitability associated with selling F&I products offered by third-parties.

Over the long term, we expect the profitability of our TCA products will be higher than the profitability associated with selling F&I products offered by third parties.

We are continuing to integrate TCA’s service offerings across our full dealership portfolio to increase our F&I product penetration and profitability.

We expect to complete the rollout of TCA's service offerings to all of our dealerships in 2025 by offering TCA products in our Florida market during the first quarter of 2025, and the Koons platform in the second quarter of 2025;

however, no assurance can be given that the rollout will be completed with the timeframe contemplated.

We completed the rollout of TCA's service offerings in our Florida market and the Koons platform during the year ended December 31, 2025.

We expect to complete the rollout to all our dealerships in 2026 by offering TCA products on our Herb Chambers platform;

however, no assurance can be given that the rollout will be completed within the timeframe contemplated.

Attract, retain and invest in top talent to drive growth and optimize operations .

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We are able to improve financial controls and lower servicing costs by maintaining key store-level accounting and administrative activities in our shared service centers, and we leverage our scale to reduce costs related to purchasing certain equipment, supplies, and services through national vendor relationships.

Similarly, we are able to leverage our scale to implement these best practices when integrating newly acquired dealerships allowing us to continue to improve our operating efficiencies.

we are able to leverage our scale to implement these best practices when integrating newly acquired dealerships allowing us to continue to improve our operating efficiencies.

Deploy capital to highest returns and continue to invest in the business.

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We target a 2.5x to 3.5x transaction adjusted net leverage ratio, which is calculated as set forth in our credit facility, in a normal business environment.

The Company’s transaction adjusted net leverage ratio was 2.85x at December 31, 2024, compared to 2.54x at December 31, 2023.

We believe our cash position and borrowing capacity, combined with our current and expected future cash generation capability, provides us with financial flexibility to, among other things, reinvest in our business, acquire dealerships and repurchase our stock, when prudent.

The Company’s transaction-adjusted net leverage ratio was 3.2x as of December 31, 2025, compared to 2.9x as of December 31, 2024.

We believe our cash position and borrowing capacity, combined with our current and expected future cash generation capability, provide us with financial flexibility to, among other things, reinvest in our business, acquire dealerships and repurchase our stock, when prudent.

We continually evaluate our existing dealership network and seek to make strategic investments that will increase the capacity of our dealerships and improve the customer experience.

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Our approach to dispositions and acquisitions is highly disciplined, with a focus on long-term strategic value to stockholders.

Deliver on our mission to grow and transform our business with revenue of $30 billion or more by 2030.

Deliver on our mission to grow and transform our business.

We continually evaluate additional opportunities to drive revenue growth while maintaining our disciplined approach to capital allocation.

In February 2024, the Company announced an update to our strategic outlook targeting revenue of $30 billion or more by 2030.

We intend to execute on this strategic plan by focusing on a variety of growth efforts including, balanced capital allocation, driving same-store revenue growth and acquiring revenue through strategic transactions.

Aligning with our strategic outlook, the Company, on February 14, 2025, through one of its subsidiaries, entered into a Transaction Agreement with the Herb Chambers Dealerships that will result in the Company acquiring substantially all of the assets, including all real property and businesses of the Herb Chambers Dealerships, which comprise 33 dealerships, 52 franchises and three collision centers, which is expected to positively contribute to the Company’s overall revenue objectives.

We intend to execute on our strategic plan by focusing on a variety of growth efforts including, balanced capital allocation, driving same-store revenue growth, acquiring revenue through strategic transactions, opportunistically repurchasing our stock, and harvesting operating efficiencies enabled by the transition to Tekion.

Aligning with our strategic outlook, the Company entered into a Transaction Agreement related to the Herb Chambers dealership group that closed on July 21, 2025, resulting in the Company acquiring substantially all of the assets, including all real property and businesses of the Herb Chambers dealership group, which comprise 33 dealerships, 52 franchises and three collision centers, and which is expected to contribute positively to the Company’s overall revenue objectives.

The automotive retail and service industry is highly competitive with respect to price, service, location, and selection.

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We compete with a broad range of financial institutions in arranging financing for our customers' vehicle purchases.

In addition, many financial institutions are now offering F&I products through the internet, which has increased competition and may reduce our profits on certain of these items.

In addition, many financial institutions are now offering F&I products through the internet, which has increased competition and

may reduce our profits on certain of these items.

We believe the principal competitive factors in providing financing are convenience, interest rates, and flexibility in contract length.

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The Federal Trade Commission ("FTC") has regulatory authority over automotive dealers and has implemented enforcement initiatives relating to the marketing practices of automotive dealers.

Our operations are also subject to the National

Traffic and Motor Vehicle Safety Act, Federal Motor Vehicle Safety Standards and other product standards promulgated by the United States Department of Transportation, and the rules and regulations of various state motor vehicle regulatory agencies.

Our operations are also subject to the National Traffic and Motor Vehicle Safety Act, Federal Motor Vehicle Safety Standards and other product standards promulgated by the United States Department of Transportation, and the rules and regulations of various state motor vehicle regulatory agencies.

Our financing activities with customers are subject to federal truth-in-lending, consumer leasing, and equal credit opportunity laws and regulations, as well as state and local motor vehicle finance laws, leasing laws, installment finance laws, usury laws, and other installment state and leasing laws and regulations.

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Our success depends on our employees and their commitment to delivering a consistent and exceptional guest experience.

Our employees work at locations in Colorado, Florida, Georgia, Indiana, Missouri, South Carolina, Texas, California, Arizona, New Mexico, Idaho, Utah, Virginia and Maryland.

We believe that our employees help to set us apart from our competitors, and, therefore, we understand

they are our greatest asset.

Our employees work at locations in Arizona, Colorado, Florida, Georgia, Idaho, Indiana, Maryland, Massachusetts, Missouri, New Mexico, Rhode Island, South Carolina, Texas, Utah, and Virginia.

We believe that our employees help to set us apart from our competitors, and, therefore, we understand they are one of our greatest assets.

As a result, a critical part of our business strategy is investing in, supporting and developing our employees so that they are trained and incentivized to provide best-in-class service to our guests.

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Through our Asbury Cares program, we support selected community partner organizations across the nation to help reduce disparities in our communities where we live and serve.

Since 2021, we have awarded all of our full-time employees with an additional 40 hours of paid time off per year that can be used to volunteer with our local community partners.

We have seen significant year-over-year growth in employee participation in our community engagement events.

A significant portion of our Asbury Cares Community program revolves around education and making sure that young people in underserved communities have access to a quality education.

Since 2021, we have awarded our full-time employees with an additional 40 hours of paid time off per year that can be used to volunteer with our local community partners.

We partner with charitable organizations that focus on building strong communities, enhancing education and youth development, improving health and wellness, and supporting veterans and military families.

In 2025, we supported more than 75 organizations within our local communities.

As part of our Asbury Cares Community program, a significant portion of our efforts revolve around education and making sure that young people in underserved communities have access to a quality education.

We formed a partnership with HBCU Change, an app-based organization that lets users round up their spending and donate to Historically Black Colleges and Universities ("HBCU").

We learned that many HBCUs historically lag in funding and resources compared to other public or private universities and many have closed their doors in recent years.

Many of our Asbury team members are proud HBCU alumni and these institutions provide a unique community of support and understanding for not only African American students, but students of all races and backgrounds.

In partnership with HBCU Change, we launched a campaign to help raise funds for HBCUs across the country and in the local communities where we operate.

The point-of-sale credit card machines in our locations show a prompt asking our guests if they would like to round up their change or donate $1, $3, $5, or a custom amount to HBCUs in their communities.

At the end of each quarter, the funds raised are donated to HBCUs across the country.

Through donations from our guests and company match, we have contributed more than $1.5 million to HBCUs since the start of our partnership with HBCU Change in May 2021.

Within our locations, the point-of-sale credit card machines show a prompt asking our guests if they would like to donate to HBCU Change.

Through donations from our guests and company match, we have contributed more than $1.95 million to HBCUs across the country since the start of our partnership with HBCU Change in May 2021.

Recruitment and Talent Development

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Our goal is to promote employees from within to career growth opportunities whenever possible.

We invest resources to train and develop our employees to reach their career goals.

We invest significant resources to train and develop our employees to provide a great guest experience, enable success in their roles, and reach their career goals.

In 2022, we launched a training curriculum for all store positions.

In 2024, we also implemented guest experience training for all employees.

In addition, we offer our employees access to an online career path tool, which helps them plan their desired career path and see the required performance goals and milestones to be considered for a promotion.

Our fixed operations organization encourages technicians to obtain and maintain certification status with our vehicle manufacturers, and in most cases, our dealership pays for the training.

Our fixed operations organization requires technicians to obtain and maintain certification status with our vehicle manufacturers, and our dealerships pay for the required training.

Our employees also attend vehicle manufacturer-sponsored and industry training events.

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Saving and retirement

• Holiday match;

• 401(k) match.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business