AutoNation (AN) CEO Manley reports RSU grant, tax share withholding

Rhea-AI Filing Summary

AutoNation, Inc. CEO and Director Michael Manley reported a mix of equity awards and related share movements. On March 1, 2026, several batches of restricted stock units (RSUs) converted into common shares on a one-for-one basis from prior grants made in 2023, 2024, and 2025.

Manley also received a new grant of 23,104 RSUs that will vest in one-third annual increments over three years. Following RSU conversions, he directly owned 160,800 shares of common stock before a 9,214-share tax-withholding disposition at $195.16 per share, leaving 151,586 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

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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)
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		6,995	A	(1)	144,383	D
Common Stock, par value $0.01 per share	03/01/2026		M		7,940	A	(1)	152,323	D
Common Stock, par value $0.01 per share	03/01/2026		M		8,477	A	(1)	160,800	D
Common Stock, par value $0.01 per share	03/01/2026		F		9,214	D	$195.16	151,586	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			6,995	(2)	(2)	Common Stock, par value $0.01 per share	6,995	$0	0	D
Restricted Stock Units	(1)	03/01/2026		M			7,940	(3)	(3)	Common Stock, par value $0.01 per share	7,940	$0	7,939	D
Restricted Stock Units	(1)	03/01/2026		M			8,477	(4)	(4)	Common Stock, par value $0.01 per share	8,477	$0	16,953	D
Restricted Stock Units	(5)	03/01/2026		A		23,104		(5)	(5)	Common Stock, par value $0.01 per share	23,104	$0	23,104	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 20,985 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.

3. The reporting person received a grant of 23,819 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.

4. The reporting person received a grant of 25,430 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.

5. 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.
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FAQ

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

Michael Manley reported RSU conversions into common stock, a new RSU grant, and a tax-related share disposition. Several prior RSU grants vested into shares, and a portion of newly acquired stock was withheld to satisfy tax obligations tied to these equity awards.

How many new restricted stock units did the AutoNation (AN) CEO receive?

Michael Manley received a grant of 23,104 restricted stock units on March 1, 2026. These RSUs vest in one-third annual increments over three years, each representing a contingent right to one AutoNation common share or its cash value at the company’s election.

How many AutoNation (AN) shares does Michael Manley hold after these transactions?

After the March 1, 2026 transactions, Michael Manley directly held 151,586 shares of AutoNation common stock. This reflects RSU conversions into shares followed by a tax-withholding disposition, which reduced his directly owned common stock from 160,800 shares to 151,586 shares.

What was the nature of the AutoNation (AN) CEO’s share disposition?

The filing shows a disposition of 9,214 AutoNation common shares at $195.16 per share coded as “F.” This code indicates shares were withheld to pay exercise price or tax liabilities, rather than an open-market sale initiated for investment or trading purposes.

How do the RSU grants for AutoNation (AN) CEO vest over time?

RSU grants described in the filing generally vest in one-third annual increments over three years. Each unit gives a contingent right to receive one AutoNation common share, or its cash value at the company’s election, upon vesting on the specified anniversary dates.