AutoNation SEC Filings

AutoNation, Inc. director reports share transfer on Form 4. A director of AUTONATION, INC. (AN) reported a transaction dated 11/18/2025 involving the company’s common stock, par value $0.01 per share. The filing shows a transaction coded "G" for a gift of 423 shares at a reported price of $0 from an indirect holding through a limited partnership.

Following this transaction, the reporting person beneficially owns 44,069 shares indirectly through a limited partnership and 21,224 shares directly of AutoNation common stock.

AutoNation, Inc. closed a sale of $600 million aggregate principal amount of 4.450% Senior Notes due 2029. The notes were issued at 99.846% of principal, reflecting a 4.499% yield, and were sold under an effective Form S-3 shelf registration through BofA Securities, Mizuho, Truist Securities, and Wells Fargo Securities as representatives of the underwriters.

The notes mature on January 15, 2029 and pay interest on January 15 and July 15 each year, beginning July 15, 2026. They are not guaranteed by subsidiaries and are structurally subordinated to liabilities of those subsidiaries. The indenture includes restrictive covenants that limit certain liens, sale-leaseback transactions, and major combinations or asset transfers.

AutoNation, Inc. is offering $600,000,000 aggregate principal amount of 4.450% Senior Notes due 2029. The notes were priced at 99.846% with a 0.400% underwriting discount, resulting in proceeds to the company of $596,676,000 before expenses and approximately $594.5 million net.

The notes mature on January 15, 2029 and pay interest on January 15 and July 15 each year, beginning July 15, 2026. They are senior unsecured obligations ranking equally with other senior unsecured debt and structurally subordinated to liabilities of subsidiaries. The notes are redeemable at the company’s option, including a make‑whole call prior to December 15, 2028 and at par thereafter.

Upon a Change of Control Repurchase Event, holders may require the company to repurchase the notes at 101% plus accrued interest. The notes will not be listed on an exchange and will settle in T+3. AutoNation intends to use the net proceeds for general corporate purposes, which may include reducing existing indebtedness, strategic initiatives, acquisitions, share repurchases, and capital expenditures.

AutoNation (AN) reported an insider transaction by its COO. On 11/01/2025, 288 shares of common stock were acquired upon the vesting and settlement of restricted stock units, which convert one-for-one into shares. On the same date, 114 shares were withheld at $199.87 per share to cover taxes.

Following these transactions, the reporting person directly owns 1,147 shares. The reported RSUs relate to a grant made on 11/01/2023 that vests in one-third annual increments over three years.

AutoNation, Inc. announced that its Board authorized up to an additional $1.0 billion for repurchases of the company’s common stock under its existing stock repurchase program. The company disclosed the authorization in connection with a press release furnished as Exhibit 99.1.

This action expands AutoNation’s capacity to return capital through buybacks, with the actual amount and timing of repurchases determined by future activity under the program.

AutoNation reported third-quarter 2025 results with total revenue of $7,037.4 million, net income of $215.1 million, and diluted EPS of $5.65. Gross profit was $1,238.4 million, driven by strong Parts & Service ($597.0 million) and Finance & Insurance ($374.8 million) contributions, while new vehicle gross profit eased year over year.

AutoNation Finance delivered income of $1.5 million versus a loss last year as interest margin improved, though the allowance for credit losses increased to $89.0 million and past-due balances rose to $48.5 million. Auto loans receivable, net, expanded to $1,953.9 million from $1,057.1 million at year-end, largely funded by higher non-recourse debt ($1,683.6 million). Total assets were $14,200.5 million.

The company issued $500.0 million of 5.89% Senior Notes due 2035 and subsequently repaid $450.0 million of 4.5% Senior Notes due 2025. Year to date, share repurchases totaled $429.8 million, with common shares outstanding at period end of 36.9 million; as of October 21, 2025, shares outstanding were 36,472,177. Earlier in the year, non-cash impairments of $65.3 million (goodwill) and $71.7 million (franchise rights) affected year-to-date results.

AutoNation, Inc. filed a Form 8-K stating it issued a press release announcing results of operations for the fiscal quarter ended September 30, 2025. The press release is furnished as Exhibit 99.1.

The company notes this information is furnished, not filed, under the Exchange Act and is not subject to Section 18 liabilities or incorporated by reference unless specifically stated in a future filing.

Amendment No. 69 to Schedule 13D for AutoNation, Inc. (AN)

This filing updates ownership by Edward S. Lampert and related entities. The cover pages show ESL Partners, RBS Partners and ESL Investments each report beneficial ownership of 2,203 shares (0.1% of the class) and The Lampert Foundation reports 162,002 shares (0.4%). Mr. Lampert reports total beneficial ownership of 1,749,845 shares, representing 4.6% of AutoNation's 37,706,017 shares outstanding as of July 23, 2025. The filing states the Filing Persons ceased to beneficially own more than 5% of the outstanding shares on September 4, 2025.

AutoNation EVP & CFO Thomas A. Szlosek reported restricted stock unit vesting and a share disposition that occurred on 08/07/2025. A grant of 9,583 restricted stock units awarded 08/07/2023 vests in three equal annual installments; one-third (3,194) vested and converted into AutoNation common stock on a one-for-one basis. The Form 4 also shows a disposition of 1,257 shares at a price of $194.40 per share on the same date. After these entries, the filing reports Szlosek's direct beneficial ownership as 6,625 shares. Each RSU represents a contingent right to one share or, at the company’s election, the cash value thereof.