Michael Mark Manley - 01 Mar 2025 Form 4 Insider Report for AUTONATION, INC. (AN)

Role: CEO and Director, Director
Signature: /s/ C. Coleman Edmunds, Attorney-in-Fact
Issuer symbol: AN
Transactions as of: 01 Mar 2025
Net transactions value: -$1,580,783
Form type: 4
Filing time: 04 Mar 2025, 17:01:06 UTC
Previous filing: 27 Feb 2025
Next filing: 19 Nov 2025
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	AN	Common Stock, par value $0.01 per share	Options Exercise		+7,088	+8.1%		94,578	01 Mar 2025	Direct	F1
transaction	AN	Common Stock, par value $0.01 per share	Options Exercise		+6,995	+7.4%		101,573	01 Mar 2025	Direct	F1
transaction	AN	Common Stock, par value $0.01 per share	Options Exercise		+7,940	+7.8%		109,513	01 Mar 2025	Direct	F1
transaction	AN	Common Stock, par value $0.01 per share	Tax liability	$1,580,783	-8,668	-7.9%	$182.37	100,845	01 Mar 2025	Direct

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	AN	Restricted Stock Units	Options Exercise	$0	-7,088	-100%	$0.000000	0	01 Mar 2025	Common Stock, par value $0.01 per share	7,088		Direct	F1, F2
transaction	AN	Restricted Stock Units	Options Exercise	$0	-6,995	-50%	$0.000000	6,995	01 Mar 2025	Common Stock, par value $0.01 per share	6,995		Direct	F1, F3
transaction	AN	Restricted Stock Units	Options Exercise	$0	-7,940	-33%	$0.000000	15,879	01 Mar 2025	Common Stock, par value $0.01 per share	7,940		Direct	F1, F4
transaction	AN	Restricted Stock Units	Award	$0	+25,430		$0.000000	25,430	01 Mar 2025	Common Stock, par value $0.01 per share	25,430		Direct	F5
transaction	AN	Performance-Based Restricted Stock Units	Award	$0	+134,365		$0.000000	134,365	01 Mar 2025	Common Stock, par value $0.01 per share	134,365		Direct	F6, F7

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	The restricted stock units converted into shares of AutoNation common stock on a one-for-one basis.
F2	The reporting person received a grant of 21,265 restricted stock units on March 1, 2022. 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 represented a contingent right to receive one share of the registrant's common stock, or at the registrant's election, the cash value thereof.
F3	The reporting person received a grant of 20,985 restricted stock units on March 1, 2023. 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.
F4	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.
F5	The restricted stock units were granted on March 1, 2025 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.
F6	Each performance-based restricted stock unit ("PSU") represents a contingent right to receive one share of the registrant's common stock or at the registrant's election, the cash value thereof.
F7	The reporting person received a special grant of 134,365 PSUs on March 1, 2025. Subject to the terms and conditions of the award agreement, the PSUs vest on a cliff basis at the end of a five-year performance period to the extent earned. The number of PSUs that may be earned is based on achieving pre-set stock price appreciation hurdles (the "Stock Price Contingencies"). The PSUs will not be earned unless the annualized rate of stock price appreciation (plus dividends, if any) of the registrant's common stock meets or exceeds the Stock Price Contingences during the five-year performance period from January 1, 2025 to December 31, 2029. Vesting is subject to the reporting person's employment with the registrant through the final day of the performance period, subject to limited exceptions. Any PSUs that do not vest by the end of the performance period are immediately forfeited.