AutoNation (NYSE: AN) CEO Manley gains 60,277 shares, sells 23,734

Rhea-AI Filing Summary

AutoNation CEO and director Michael Manley reported acquiring 60,277 shares of common stock on January 28, 2026 at $0 per share. These shares were settled upon achievement of performance goals for performance-based restricted stock units granted on March 1, 2023, after certification by the Compensation Committee.

On the same date, he disposed of 23,734 shares at $215.93 per share. Following these transactions, Manley directly owned 137,388 shares of AutoNation common stock.

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

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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^*

Manley Michael Mark

(Last) (First) (Middle)

200 SW 1ST AVE

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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CEO and Director

3. Date of Earliest Transaction (Month/Day/Year)
01/28/2026

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	01/28/2026		A(1)		60,277	A	$0	161,122	D
Common Stock, par value $0.01 per share	01/28/2026		F		23,734	D	$215.93	137,388	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

Explanation of Responses:

1. Settlement of shares upon the achievement of applicable performance goals, which were certified by the registrant's Compensation Committee on January 28, 2026, pursuant to the terms of certain performance-based restricted stock units granted on March 1, 2023.

Remarks:

	/s/ C. Coleman Edmunds, Attorney-in-Fact	01/30/2026
	** 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).
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FAQ

What insider stock transactions did AutoNation (AN) CEO Michael Manley report?

Michael Manley reported two transactions on January 28, 2026. He acquired 60,277 AutoNation common shares at $0 per share and disposed of 23,734 shares at $215.93 per share, as disclosed in the insider ownership table.

How many AutoNation (AN) shares does CEO Michael Manley own after this filing?

After the reported transactions, Michael Manley directly owns 137,388 shares of AutoNation common stock. This figure reflects the net result of the 60,277-share acquisition and the 23,734-share disposition on January 28, 2026.

What is the nature of the 60,277 AutoNation (AN) shares granted to Michael Manley?

The 60,277 shares represent settlement of performance-based restricted stock units. These units were granted on March 1, 2023 and settled after applicable performance goals were achieved and certified by AutoNation’s Compensation Committee on January 28, 2026.

At what price were Michael Manley’s AutoNation (AN) share dispositions recorded?

The filing shows Michael Manley disposed of 23,734 AutoNation common shares at $215.93 per share on January 28, 2026. This transaction is coded as an "F" transaction in the non-derivative securities table.

What role does Michael Manley hold at AutoNation (AN) in this insider report?

Michael Manley is identified as both CEO and Director of AutoNation. The filing confirms his status as an officer and director, but not a 10% owner, when reporting these January 28, 2026 common stock transactions.