AUTONATION, INC. — Director's Dealing 2025

Mar 4, 2025

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AUTONATION, INC. (AN)
CIK: 0000350698
Period of Report: 2025-03-01

Reporting Person: Manley Michael Mark (Director, CEO and Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2025-03-01	Common Stock, par value $0.01 per share	M	7088	—	Acquired	94578	Direct
2025-03-01	Common Stock, par value $0.01 per share	M	6995	—	Acquired	101573	Direct
2025-03-01	Common Stock, par value $0.01 per share	M	7940	—	Acquired	109513	Direct
2025-03-01	Common Stock, par value $0.01 per share	F	8668	$182.37	Disposed	100845	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2025-03-01	Restricted Stock Units	$	M	7088	Disposed		Common Stock, par value $0.01 per share (7088)	Direct
2025-03-01	Restricted Stock Units	$	M	6995	Disposed		Common Stock, par value $0.01 per share (6995)	Direct
2025-03-01	Restricted Stock Units	$	M	7940	Disposed		Common Stock, par value $0.01 per share (7940)	Direct
2025-03-01	Restricted Stock Units	$	A	25430	Acquired		Common Stock, par value $0.01 per share (25430)	Direct
2025-03-01	Performance-Based Restricted Stock Units	$	A	134365	Acquired		Common Stock, par value $0.01 per share (134365)	Direct

Footnotes

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.