AUTONATION, INC. — Director's Dealing 2024

Mar 5, 2024

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AUTONATION, INC. (AN)
CIK: 0000350698
Period of Report: 2024-03-01

Reporting Person: DEES KIMBERLY (SVP & CAO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2024-03-01	Common Stock, par value $0.01 per share	M	1065	—	Acquired	3159	Direct
2024-03-01	Common Stock, par value $0.01 per share	M	615	—	Acquired	3774	Direct
2024-03-01	Common Stock, par value $0.01 per share	M	415	—	Acquired	4189	Direct
2024-03-01	Common Stock, par value $0.01 per share	M	389	—	Acquired	4578	Direct
2024-03-01	Common Stock, par value $0.01 per share	F	981	$151.98	Disposed	3597	Direct
2024-03-04	Common Stock, par value $0.01 per share	S	3133	$152.2767	Disposed	464	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2024-03-01	Restricted Stock Units	$	M	1065	Disposed		Common Stock, par value $0.01 per share (1065)	Direct
2024-03-01	Restricted Stock Units	$	M	615	Disposed		Common Stock, par value $0.01 per share (615)	Direct
2024-03-01	Restricted Stock Units	$	M	415	Disposed		Common Stock, par value $0.01 per share (415)	Direct
2024-03-01	Restricted Stock Units	$	M	389	Disposed		Common Stock, par value $0.01 per share (389)	Direct
2024-03-01	Restricted Stock Units	$	A	1052	Acquired		Common Stock, par value $0.01 per share (1052)	Direct

Footnotes

F1: The restricted stock units converted into shares of AutoNation common stock on a one-for-one basis.

F2: This transaction was executed in multiple trades at prices ranging from $152.23 to $152.29. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transactions were effected.

F3: The reporting person received a grant of 4,258 restricted stock units on March 2, 2020. The restricted stock units vested in 25% annual increments on each of March 2, 2021, March 1, 2022, March 1, 2023 and March 1, 2024.

F4: The reporting person received a grant of 2,459 restricted stock units on March 1, 2021. The restricted stock units vest in 25% annual increments on each of the first four 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 reporting person received a grant of 1,661 restricted stock units on March 1, 2022. The restricted stock units vest in 25% annual increments on each of the first four 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: The reporting person received a grant of 1,166 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.

F7: The restricted stock units were granted on March 1, 2024 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.