Michael Mark Manley - Mar 1, 2025 Form 4 Insider Report for AUTONATION, INC. (AN)

Role: CEO and Director, Director
Signature: /s/ C. Coleman Edmunds, Attorney-in-Fact
Stock symbol: AN
Transactions as of: Mar 1, 2025
Transactions value $: -$1,580,783
Form type: 4
Date filed: 3/4/2025, 05:01 PM
Previous filing: Feb 27, 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		+7.09K	+8.1%		94.6K	Mar 1, 2025	Direct	F1
transaction	AN	Common Stock, par value $0.01 per share	Options Exercise		+7K	+7.4%		102K	Mar 1, 2025	Direct	F1
transaction	AN	Common Stock, par value $0.01 per share	Options Exercise		+7.94K	+7.82%		110K	Mar 1, 2025	Direct	F1
transaction	AN	Common Stock, par value $0.01 per share	Tax liability	-$1.58M	-8.67K	-7.92%	$182.37	101K	Mar 1, 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	-7.09K	-100%	$0.00	0	Mar 1, 2025	Common Stock, par value $0.01 per share	7.09K		Direct	F1, F2
transaction	AN	Restricted Stock Units	Options Exercise	$0	-7K	-50%	$0.00	7K	Mar 1, 2025	Common Stock, par value $0.01 per share	7K		Direct	F1, F3
transaction	AN	Restricted Stock Units	Options Exercise	$0	-7.94K	-33.33%	$0.00	15.9K	Mar 1, 2025	Common Stock, par value $0.01 per share	7.94K		Direct	F1, F4
transaction	AN	Restricted Stock Units	Award	$0	+25.4K		$0.00	25.4K	Mar 1, 2025	Common Stock, par value $0.01 per share	25.4K		Direct	F5
transaction	AN	Performance-Based Restricted Stock Units	Award	$0	+134K		$0.00	134K	Mar 1, 2025	Common Stock, par value $0.01 per share	134K		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.