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Gates-backed Cascade now reports 20.1% of AutoNation (NYSE: AN)

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
SCHEDULE 13D

Rhea-AI Filing Summary

Cascade Investment, L.L.C. and William H. Gates III report beneficial ownership of 7,062,629 AutoNation common shares, representing 20.1% of the outstanding stock. This percentage is calculated using 35,200,000 shares outstanding as of December 31, 2025, as disclosed by AutoNation.

The filing switches their disclosure from a passive Schedule 13G to a Schedule 13D under Rule 13d-1(f) because their ownership percentage has risen above 20%. The number of shares they hold has not changed since their prior 13G; the higher percentage results solely from AutoNation’s share repurchase program reducing shares outstanding.

The reporting persons state they hold the shares for investment purposes and may increase or decrease their position over time based on market conditions, developments at AutoNation, and their investment policies. They indicate no current plans or proposals related to major corporate actions beyond this investment posture.

Positive

  • None.

Negative

  • None.

Insights

Gates-associated entities now report a 20.1% active stake in AutoNation due to buybacks, not new share purchases.

Cascade Investment, L.L.C. and William H. Gates III disclose beneficial ownership of 7,062,629 AutoNation shares, equal to 20.1% of the company’s common stock. This crosses the 20% threshold and triggers a move from a passive Schedule 13G to an active Schedule 13D filing status.

The ownership percentage increase is explicitly attributed to AutoNation’s share repurchase program shrinking the share count to 35,200,000 as of December 31, 2025, rather than to additional buying by the reporting persons. Their share count is unchanged from the prior Schedule 13G, suggesting the company’s capital return strategy concentrated their stake.

The reporting persons describe their position as an investment and reserve flexibility to adjust their holdings based on market conditions and developments at AutoNation, while stating no current specific plans for major corporate actions listed in items (a) through (j). Future changes in their disclosed intentions or ownership levels would typically appear in later beneficial ownership reports.






If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).






SCHEDULE 13D




Comment for Type of Reporting Person:
All shares of the common stock, $0.01 par value per share (the "Common Stock") of AutoNation, Inc. (the "Issuer") held by Cascade Investment, L.L.C. ("Cascade") may be deemed to be beneficially owned by William H. Gates III as the sole member of Cascade. Item 13 is based on 35,200,000 shares of Common Stock outstanding as of December 31, 2025, as reported in Exhibit 99.1 to the Issuer's Form 8-K filed on February 6, 2026.


SCHEDULE 13D




Comment for Type of Reporting Person:
All shares of the Common Stock of the Issuer held by Cascade may be deemed to be beneficially owned by William H. Gates III as the sole member of Cascade. Item 13 is based on 35,200,000 shares of Common Stock outstanding as of December 31, 2025, as reported in Exhibit 99.1 to the Issuer's Form 8-K filed on February 6, 2026.


SCHEDULE 13D


Cascade Investment, L.L.C.
Signature:/s/ Alan Heuberger
Name/Title:Alan Heuberger, Attorney-in-fact for, Michael Larson, Business Manager
Date:02/10/2026
William H. Gates III
Signature:/s/ Alan Heuberger
Name/Title:Alan Heuberger, Attorney-in-fact
Date:02/10/2026
Comments accompanying signature:
Duly authorized under Special Limited Power of Attorney appointing Alan Heuberger attorney-in-fact, dated October 11, 2013, by and on behalf of Michael Larson, filed as Exhibit 99.1 to Amendment No. 9 to Cascade's Schedule 13D with respect to Western Asset/Claymore Inflation-Linked Opportunities & Income Fund on December 11, 2013, SEC File No. 005-81261, and incorporated by reference herein. Duly authorized under Special Limited Power of Attorney appointing Alan Heuberger attorney-in-fact, dated August 12, 2008, by and on behalf of William H. Gates III, filed as Exhibit 99.2 to Amendment No. 1 to Cascade's Schedule 13D with respect to Otter Tail Corporation on April 15, 2009, SEC File No. 005-06638, and incorporated by reference herein.

FAQ

How many AutoNation (AN) shares do Cascade Investment and William H. Gates III own?

Cascade Investment and William H. Gates III beneficially own 7,062,629 shares of AutoNation common stock. This stake represents 20.1% of the company’s outstanding common shares, based on 35,200,000 shares outstanding as of December 31, 2025, reported by AutoNation.

Why did Cascade Investment and William H. Gates III file a Schedule 13D for AutoNation (AN)?

They filed a Schedule 13D because their beneficial ownership percentage in AutoNation’s common stock increased to above 20%. This change in status, under Rule 13d-1(f), reflects a higher ownership percentage rather than a change in their absolute share count.

Did Cascade Investment and William H. Gates III buy more AutoNation (AN) shares to reach 20.1%?

No. The filing states their number of shares has not changed since their last Schedule 13G. Their percentage rose to 20.1% solely because AutoNation’s share repurchase program reduced the total shares outstanding, increasing their ownership percentage.

What is the total AutoNation (AN) share count used to calculate the 20.1% ownership?

The reported 20.1% ownership is based on 35,200,000 shares of AutoNation common stock outstanding as of December 31, 2025. This figure comes from Exhibit 99.1 to AutoNation’s Form 8-K filed on February 6, 2026, and is cited in the filing.

What are Cascade Investment and William H. Gates III’s intentions with their AutoNation (AN) stake?

They describe the position as acquired for investment purposes using working capital. They plan to continuously review and evaluate alternatives, and may increase or decrease their ownership based on market conditions and AutoNation developments, but report no current specific plans for major corporate actions.

Who controls Cascade Investment in relation to its AutoNation (AN) holdings?

The filing explains that William H. Gates III is the sole member of Cascade Investment, L.L.C.. As a result, all AutoNation common shares held by Cascade may be deemed beneficially owned by him, giving him sole voting and dispositive power over 7,062,629 shares.
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