Item 8.01. Other Events.

On September 30, 2020, Lithia Motors, Inc. (the "Company") entered into an Underwriting Agreement (the "Underwriting Agreement") with Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC, as representatives of the several underwriters (the "Underwriters") named in Schedule I thereto, relating to the sale by the Company (the "Offering") of 3,659,091 shares of the Company's Class A common stock, no par value per share, which includes the exercise in full by the Underwriters of their option to purchase up to 477,272 additional Shares of the Company's Class A common stock. The Offering closed on October 5, 2020.

The Offering described in this Current Report on Form 8-K was made pursuant to the Company's shelf registration statement on Form S-3 (File No. 333-239969), which became effective upon its filing with the Securities and Exchange Commission on July 21, 2020, as supplemented by the preliminary prospectus supplement, dated September 29, 2020, and the final prospectus supplement, dated September 30, 2020.

The Underwriting Agreement includes customary representations, warranties and covenants by the Company. It also provides for customary indemnification of the Underwriters by the Company for certain liabilities, including liabilities under the Securities Act of 1933, as amended.

The foregoing description of the terms of the Underwriting Agreement does not purport to be complete and is qualified by reference to such agreement, a copy of which is filed as Exhibit 1.1 to this report.

A copy of the opinion of Perkins Coie LLP relating to the validity of the issuance and sale of shares of common stock pursuant to the Underwriting Agreement is also filed herewith as Exhibit 5.1 to this report. The Underwriting Agreement and the opinion filed herewith are incorporated by reference into the above referenced shelf registration statement on Form S-3.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

The following exhibits relating to Item 8.01 are filed herewith:





Exhibit
  No.                                    Description

 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.

 5.1          Opinion of Perkins Coie LLP.

23.1          Consent of Perkins Coie LLP (included in Exhibit 5.1).

 104        Cover Page Interactive Data File (embedded within the Inline XBRL
            document).

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