AutoNation (AN) SVP converts RSUs and withholds shares to cover tax

Rhea-AI Filing Summary

AutoNation senior vice president and chief accounting officer Kimberly Dees reported multiple equity compensation transactions. On March 1, 2026, several blocks of restricted stock units converted into an equal number of common shares on a one-for-one basis, reflecting scheduled vesting from prior RSU grants. She also received a new grant of 829 restricted stock units that will vest in one-third annual increments over three years. Following the RSU conversions, 577 common shares were disposed of at $195.16 per share to cover tax obligations, leaving the remaining shares held directly.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

DEES KIMBERLY

(Last) (First) (Middle)

200 SW 1ST AVENUE

SUITE 1600

(Street)

FORT LAUDERDALE FL 33301

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
AUTONATION, INC. [ AN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	SVP & CAO

3. Date of Earliest Transaction (Month/Day/Year)
03/01/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock, par value $0.01 per share	03/01/2026		M		416	A	(1)	3,489	D
Common Stock, par value $0.01 per share	03/01/2026		M		389	A	(1)	3,878	D
Common Stock, par value $0.01 per share	03/01/2026		M		351	A	(1)	4,229	D
Common Stock, par value $0.01 per share	03/01/2026		M		304	A	(1)	4,533	D
Common Stock, par value $0.01 per share	03/01/2026		F		577	D	$195.16	3,956	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(1)	03/01/2026		M			416	(2)	(2)	Common Stock, par value $0.01 per share	416	$0	0	D
Restricted Stock Units	(1)	03/01/2026		M			389	(3)	(3)	Common Stock, par value $0.01 per share	389	$0	0	D
Restricted Stock Units	(1)	03/01/2026		M			351	(4)	(4)	Common Stock, par value $0.01 per share	351	$0	350	D
Restricted Stock Units	(1)	03/01/2026		M			304	(5)	(5)	Common Stock, par value $0.01 per share	304	$0	608	D
Restricted Stock Units	(6)	03/01/2026		A		829		(6)	(6)	Common Stock, par value $0.01 per share	829	$0	829	D

Explanation of Responses:

1. The restricted stock units converted into shares of AutoNation common stock on a one-for-one basis.

2. The reporting person received a grant of 1,661 restricted stock units on March 1, 2022. The restricted stock units vested in 25% annual increments on each of the first four anniversaries of the grant date. Each restricted stock unit represents a contingent right to receive one share of the registrant's common stock, or at the registrant's election, the cash value thereof.

3. The reporting person received a grant of 1,166 restricted stock units on March 1, 2023. The restricted stock units vested in one-third annual increments on each of the first three anniversaries of the grant date. Each restricted stock unit represents a contingent right to receive one share of the registrant's common stock or at the registrant's election, the cash value thereof.

4. The reporting person received a grant of 1,052 restricted stock units on March 1, 2024. The restricted stock units will vest in one-third annual increments on each of the first three anniversaries of the grant date. Each restricted stock unit represents a contingent right to receive one share of the registrant's common stock or at the registrant's election, the cash value thereof.

5. he reporting person received a grant of 912 restricted stock units on March 1, 2025. The restricted stock units will vest in one-third annual increments on each of the first three anniversaries of the grant date. Each restricted stock unit represents a contingent right to receive one share of the registrant's common stock or at the registrant's election, the cash value thereof.

6. The restricted stock units were granted on March 1, 2026 and will vest in one-third annual increments on each of the first three anniversaries of the grant date. Each restricted stock unit represents a contingent right to receive one share of the registrant's common stock or at the registrant's election, the cash value thereof.

Remarks:

	/s/ C. Coleman Edmunds, Attorney-in-Fact	03/03/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider activity did AutoNation (AN) report for Kimberly Dees?

Kimberly Dees reported routine equity compensation activity, including several restricted stock unit conversions into common shares and a new RSU grant, along with a tax-related share withholding, all dated March 1, 2026, under AutoNation’s stock incentive arrangements.

Did Kimberly Dees buy or sell AutoNation (AN) shares on the open market?

The transactions show no open-market buying or selling. Shares were acquired through restricted stock unit conversions and a new RSU grant, while a portion of common shares was disposed of solely to satisfy tax obligations via share withholding at a stated price.

What new restricted stock unit award did Kimberly Dees receive from AutoNation (AN)?

She received a grant of 829 restricted stock units on March 1, 2026. These RSUs will vest in one-third annual increments over three years, each representing a right to one AutoNation common share or its cash value at the company’s election.

How were AutoNation (AN) restricted stock units converted for Kimberly Dees?

Previously granted restricted stock units converted into AutoNation common stock on a one-for-one basis. Each RSU represented a contingent right to receive one common share, or at the company’s election the cash value, with vesting based on multi‑year schedules disclosed in the footnotes.

Why were 577 AutoNation (AN) shares disposed of in this Form 4?

The 577 common shares were disposed of to cover tax liabilities tied to the equity awards. The filing describes this as payment of tax liability by delivering securities, recorded at a transaction price of $195.16 per share rather than a discretionary market sale.

What vesting schedules apply to Kimberly Dees’s AutoNation (AN) RSU grants?

The disclosed RSU grants vest either in 25% annual increments over four years or in one-third increments over three years. Vesting dates align with anniversaries of the March 1 grant dates from 2022, 2023, 2024, 2025, and 2026, according to the detailed footnotes.