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AUTONATION, INC.

For the period ended Dec 31, 2025. Filed Feb 12, 2026.

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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2025 · Filed Feb 12, 2026

AN$186.06+1.1%Stored close · as of Nov 9, 2026

Extracted filing text, with the paragraph anchors used by the comparison.

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Contents

Item 16. Form 10-K Summary

None.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

AUTONATION, INC.
(Registrant)
By:/S/ MICHAEL MANLEY
Michael ManleyChief Executive Officer and Director

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

SignatureTitleDate
/S/ MICHAEL MANLEYChief Executive Officer and DirectorFebruary 12, 2026
Michael Manley(Principal Executive Officer)
/S/ THOMAS A. SZLOSEKExecutive Vice President and ChiefFebruary 12, 2026
Thomas A. SzlosekFinancial Officer (Principal Financial Officer)
/S/ KIMBERLY R. DEESSenior Vice President and Chief AccountingFebruary 12, 2026
Kimberly R. DeesOfficer (Principal Accounting Officer)
/S/ RICK L. BURDICKChairman of the BoardFebruary 12, 2026
Rick L. Burdick
/S/ CLAIRE BENNETTDirectorFebruary 12, 2026
Claire Bennett
/S/ DAVID B. EDELSONDirectorFebruary 12, 2026
David B. Edelson
/S/ ROBERT R. GRUSKYDirectorFebruary 12, 2026
Robert R. Grusky
/S/ NORMAN K. JENKINSDirectorFebruary 12, 2026
Norman K. Jenkins
/S/ LISA LUTOFF-PERLODirectorFebruary 12, 2026
Lisa Lutoff-Perlo
/S/ G. MIKE MIKANDirectorFebruary 12, 2026
G. Mike Mikan
/S/ JACQUELINE A. TRAVISANODirectorFebruary 12, 2026
Jacqueline A. Travisano
ExhibitNumber · Exhibit Description · Incorporated by Reference
Form · File Number · Exhibit · Filing Date
3.1Fourth Amended and Restated Certificate of Incorporation of AutoNation, Inc.10-Q001-131073.14/26/24
3.2Amended and Restated By-Laws of AutoNation, Inc.10-Q001-131073.17/21/23
4.1Indenture, dated April 14, 2010 (the “2010 Indenture”), among AutoNation, Inc. and Computershare Trust Company, N.A., as successor to Wells Fargo Bank, National Association, as trustee8-K001-131074.14/15/10
4.2Supplemental Indenture to 2010 Indenture, dated November 10, 2017, relating to the Company’s 3.8% Senior Notes due 2027.8-K001-131074.411/13/17
4.3Form of 3.8% Senior Notes due 2027 (included in Exhibit 4.4).8-K001-131074.411/13/17
4.4Supplemental Indenture to 2010 Indenture, dated May 22, 2020, relating to the Company’s 4.75% Senior Notes due 2030.8-K001-131074.25/22/20
4.5Form of 4.75% Senior Notes due 2030 (included in Exhibit 4.6).8-K001-131074.25/22/20
4.6Supplemental Indenture to 2010 Indenture, dated July 29, 2021, relating to the Company’s 1.95% Senior Notes due 2028 and 2.4% Senior Notes due 2031.8-K001-131074.27/29/21
4.7Form of 1.95% Senior Notes due 2028 (included in Exhibit 4.8).8-K001-131074.27/29/21
4.8Form of 2.4% Senior Notes due 2031 (included in Exhibit 4.8).8-K001-131074.27/29/21
4.9Supplemental Indenture to 2010 Indenture, dated February 28, 2022, relating to the Company’s 3.85% Senior Notes due 2032.8-K001-131074.23/1/22
4.10Form of 3.85% Senior Notes due 2032 (included in Exhibit 4.11).8-K001-131074.23/1/22
4.11Supplemental Indenture to 2010 Indenture, dated February 24, 2025, relating to the Company’s 5.89% Senior Notes due 2035.8-K001-131074.22/24/25
4.12Form of 5.89% Senior Notes due 2035 (included in Exhibit 4.11).8-K001-131074.22/24/25
4.13Supplemental Indenture to 2010 Indenture, dated November 14, 2025, relating to the Company’s 4.45% Senior Notes due 2029.8-K001-131074.211/14/25
4.14Form of 4.45% Senior Notes due 2029 (included in Exhibit 4.13).8-K001-131074.211/14/25
4.15Description of Registrant’s Securities.10-K001-131074.132/14/25
10.1AutoNation, Inc. Deferred Compensation Plan, as amended and restated.10-K001-1310710.12/14/25
10.2AutoNation, Inc. 2014 Non-Employee Director Equity Plan (the “2014 Director Plan”).10-Q001-1310710.64/18/14
10.3Terms of Non-Employee Director Restricted Stock Units granted under the 2014 Director Plan.10-Q001-1310710.27/17/14
10.4Amendment to the 2014 Director Plan, effective as of January 31, 2017.10-Q001-1310710.14/25/17
10.5AutoNation, Inc. 2024 Non-Employee Director Equity Plan.10-Q001-1310710.14/26/24
10.6Terms of Non-Employee Director Restricted Stock Units granted under the 2024 Director Plan.10-Q001-1310710.14/25/25
10.7AutoNation, Inc. 2017 Employee Equity and Incentive Plan (the “2017 Plan”).8-K001-1310710.14/21/17
ExhibitNumber · Exhibit Description · Incorporated by Reference
ExhibitNumberExhibit DescriptionFormFile NumberExhibitFiling Date
10.8Form of AutoNation, Inc. Stock Unit Awards Agreement under the 2017 Plan prior to 2022.10-Q001-1310710.15/1/18
10.9Form of AutoNation, Inc. Stock Unit Award Agreement under the 2017 Plan for grants in 2022.10-Q001-1310710.14/21/22
10.10Form of AutoNation, Inc. Stock Unit Award Agreement under the 2017 Plan for grants in 2023 and 2024.10-Q001-1310710.24/20/23
10.11Form of AutoNation, Inc. Stock Unit Award Agreement under the 2017 Plan for grants in 2025.10-Q001-1310710.24/25/25
10.12AutoNation, Inc. Stock Unit Awards Agreement, dated as of March 1, 2025, by and between the Company and Michael Manley.10-Q001-1310710.34/25/25
10.13AutoNation, Inc. Executive Severance Plan, adopted as of April 18, 2018.10-Q001-1310710.25/1/18
10.14Employment Agreement, dated as of September 9, 2021, by and between AutoNation, Inc. and Michael Manley.8-K001-1310710.19/21/21
10.15Amendment to Employment Agreement, dated September 1, 2023, by and between AutoNation, Inc. and Michael Manley.10-Q001-1310710.310/27/23
10.16Letter Agreement, dated as of February 10, 2022, by and between AutoNation, Inc. and Gianluca Camplone.10-Q001-1310710.24/21/22
10.17Letter Agreement, dated as of August 12, 2022, by and between AutoNation, Inc. and Lisa Esparza.10-Q001-1310710.210/27/22
10.18Letter Agreement, dated as of May 9, 2023, by and between AutoNation, Inc. and Thomas Szlosek.8-K001-1310710.15/16/23
10.19Letter Agreement, dated September 12, 2023, by and between AutoNation, Inc. and Jeff Parent.8-K001-1310710.19/22/23
10.20Amended and Restated Credit Agreement, dated July 18, 2023, by and among the Company, JPMorgan Chase Bank, N.A. as Administrative Agent, and the other parties thereto.10-Q001-1310710.17/21/23
10.21Form of Commercial Paper Dealer Agreement between AutoNation, Inc., as Issuer, and the Dealer party thereto.8-K001-1310710.23/26/20
19.1AutoNation, Inc. Amended and Restated Insider Trading Policy.10-K001-131074.132/14/25
21.1*Subsidiaries of AutoNation, Inc.
23.1*Consent of KPMG LLP.
31.1*Certification of Principal Executive Officer Pursuant to Rule 13a-14(a) of the Exchange Act.
31.2*Certification of Principal Financial Officer Pursuant to Rule 13a-14(a) of the Exchange Act.
32.1**Certification of Principal Executive Officer Pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C. Section 1350.
32.2**Certification of Principal Financial Officer Pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C. Section 1350.
97.1AutoNation, Inc. Amended and Restated Policy Regarding Recoupment of Certain Incentive Compensation.10-K001-1310797.12/16/24
ExhibitNumberExhibit DescriptionIncorporated by Reference
ExhibitNumberExhibit DescriptionFormFile NumberExhibitFiling Date
101*Inline XBRL Document Set for the consolidated financial statements and accompanying notes in Part II, Item 8, “Financial Statements and Supplementary Data” of this Annual Report on Form 10-K.
104*Inline XBRL for the cover page of this Annual Report on Form 10-K, included in the Exhibit 101 Inline XBRL Document Set.
  • Filed herewith

** Furnished herewith

Exhibits 10.1 through 10.19 and Exhibit 97.1 are management contracts or compensatory plans, contracts, or arrangements.

In accordance with Item 601(b)(4)(iii)(A) of Regulation S-K, copies of certain instruments defining the rights of holders of long-term debt of the Company or its subsidiaries are not filed herewith. We hereby agree to furnish a copy of any such instrument to the Commission upon request.

ContentsView on SEC.gov

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