AUTONATION, INC.
For the period ended Dec 31, 2025. Filed Feb 12, 2026.
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FY2025 · Filed Feb 12, 2026
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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.
| Signature | Title | Date |
|---|---|---|
| /S/ MICHAEL MANLEY | Chief Executive Officer and Director | February 12, 2026 |
| Michael Manley | (Principal Executive Officer) | |
| /S/ THOMAS A. SZLOSEK | Executive Vice President and Chief | February 12, 2026 |
| Thomas A. Szlosek | Financial Officer (Principal Financial Officer) | |
| /S/ KIMBERLY R. DEES | Senior Vice President and Chief Accounting | February 12, 2026 |
| Kimberly R. Dees | Officer (Principal Accounting Officer) | |
| /S/ RICK L. BURDICK | Chairman of the Board | February 12, 2026 |
| Rick L. Burdick | ||
| /S/ CLAIRE BENNETT | Director | February 12, 2026 |
| Claire Bennett | ||
| /S/ DAVID B. EDELSON | Director | February 12, 2026 |
| David B. Edelson | ||
| /S/ ROBERT R. GRUSKY | Director | February 12, 2026 |
| Robert R. Grusky | ||
| /S/ NORMAN K. JENKINS | Director | February 12, 2026 |
| Norman K. Jenkins | ||
| /S/ LISA LUTOFF-PERLO | Director | February 12, 2026 |
| Lisa Lutoff-Perlo | ||
| /S/ G. MIKE MIKAN | Director | February 12, 2026 |
| G. Mike Mikan | ||
| /S/ JACQUELINE A. TRAVISANO | Director | February 12, 2026 |
| Jacqueline A. Travisano | ||
| ExhibitNumber · Exhibit Description · Incorporated by Reference | |||||
|---|---|---|---|---|---|
| Form · File Number · Exhibit · Filing Date | |||||
| 3.1 | Fourth Amended and Restated Certificate of Incorporation of AutoNation, Inc. | 10-Q | 001-13107 | 3.1 | 4/26/24 |
| 3.2 | Amended and Restated By-Laws of AutoNation, Inc. | 10-Q | 001-13107 | 3.1 | 7/21/23 |
| 4.1 | Indenture, 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 trustee | 8-K | 001-13107 | 4.1 | 4/15/10 |
| 4.2 | Supplemental Indenture to 2010 Indenture, dated November 10, 2017, relating to the Company’s 3.8% Senior Notes due 2027. | 8-K | 001-13107 | 4.4 | 11/13/17 |
| 4.3 | Form of 3.8% Senior Notes due 2027 (included in Exhibit 4.4). | 8-K | 001-13107 | 4.4 | 11/13/17 |
| 4.4 | Supplemental Indenture to 2010 Indenture, dated May 22, 2020, relating to the Company’s 4.75% Senior Notes due 2030. | 8-K | 001-13107 | 4.2 | 5/22/20 |
| 4.5 | Form of 4.75% Senior Notes due 2030 (included in Exhibit 4.6). | 8-K | 001-13107 | 4.2 | 5/22/20 |
| 4.6 | Supplemental 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-K | 001-13107 | 4.2 | 7/29/21 |
| 4.7 | Form of 1.95% Senior Notes due 2028 (included in Exhibit 4.8). | 8-K | 001-13107 | 4.2 | 7/29/21 |
| 4.8 | Form of 2.4% Senior Notes due 2031 (included in Exhibit 4.8). | 8-K | 001-13107 | 4.2 | 7/29/21 |
| 4.9 | Supplemental Indenture to 2010 Indenture, dated February 28, 2022, relating to the Company’s 3.85% Senior Notes due 2032. | 8-K | 001-13107 | 4.2 | 3/1/22 |
| 4.10 | Form of 3.85% Senior Notes due 2032 (included in Exhibit 4.11). | 8-K | 001-13107 | 4.2 | 3/1/22 |
| 4.11 | Supplemental Indenture to 2010 Indenture, dated February 24, 2025, relating to the Company’s 5.89% Senior Notes due 2035. | 8-K | 001-13107 | 4.2 | 2/24/25 |
| 4.12 | Form of 5.89% Senior Notes due 2035 (included in Exhibit 4.11). | 8-K | 001-13107 | 4.2 | 2/24/25 |
| 4.13 | Supplemental Indenture to 2010 Indenture, dated November 14, 2025, relating to the Company’s 4.45% Senior Notes due 2029. | 8-K | 001-13107 | 4.2 | 11/14/25 |
| 4.14 | Form of 4.45% Senior Notes due 2029 (included in Exhibit 4.13). | 8-K | 001-13107 | 4.2 | 11/14/25 |
| 4.15 | Description of Registrant’s Securities. | 10-K | 001-13107 | 4.13 | 2/14/25 |
| 10.1 | AutoNation, Inc. Deferred Compensation Plan, as amended and restated. | 10-K | 001-13107 | 10.1 | 2/14/25 |
| 10.2 | AutoNation, Inc. 2014 Non-Employee Director Equity Plan (the “2014 Director Plan”). | 10-Q | 001-13107 | 10.6 | 4/18/14 |
| 10.3 | Terms of Non-Employee Director Restricted Stock Units granted under the 2014 Director Plan. | 10-Q | 001-13107 | 10.2 | 7/17/14 |
| 10.4 | Amendment to the 2014 Director Plan, effective as of January 31, 2017. | 10-Q | 001-13107 | 10.1 | 4/25/17 |
| 10.5 | AutoNation, Inc. 2024 Non-Employee Director Equity Plan. | 10-Q | 001-13107 | 10.1 | 4/26/24 |
| 10.6 | Terms of Non-Employee Director Restricted Stock Units granted under the 2024 Director Plan. | 10-Q | 001-13107 | 10.1 | 4/25/25 |
| 10.7 | AutoNation, Inc. 2017 Employee Equity and Incentive Plan (the “2017 Plan”). | 8-K | 001-13107 | 10.1 | 4/21/17 |
| ExhibitNumber · Exhibit Description · Incorporated by Reference | |||||
|---|---|---|---|---|---|
| ExhibitNumber | Exhibit Description | Form | File Number | Exhibit | Filing Date |
| 10.8 | Form of AutoNation, Inc. Stock Unit Awards Agreement under the 2017 Plan prior to 2022. | 10-Q | 001-13107 | 10.1 | 5/1/18 |
| 10.9 | Form of AutoNation, Inc. Stock Unit Award Agreement under the 2017 Plan for grants in 2022. | 10-Q | 001-13107 | 10.1 | 4/21/22 |
| 10.10 | Form of AutoNation, Inc. Stock Unit Award Agreement under the 2017 Plan for grants in 2023 and 2024. | 10-Q | 001-13107 | 10.2 | 4/20/23 |
| 10.11 | Form of AutoNation, Inc. Stock Unit Award Agreement under the 2017 Plan for grants in 2025. | 10-Q | 001-13107 | 10.2 | 4/25/25 |
| 10.12 | AutoNation, Inc. Stock Unit Awards Agreement, dated as of March 1, 2025, by and between the Company and Michael Manley. | 10-Q | 001-13107 | 10.3 | 4/25/25 |
| 10.13 | AutoNation, Inc. Executive Severance Plan, adopted as of April 18, 2018. | 10-Q | 001-13107 | 10.2 | 5/1/18 |
| 10.14 | Employment Agreement, dated as of September 9, 2021, by and between AutoNation, Inc. and Michael Manley. | 8-K | 001-13107 | 10.1 | 9/21/21 |
| 10.15 | Amendment to Employment Agreement, dated September 1, 2023, by and between AutoNation, Inc. and Michael Manley. | 10-Q | 001-13107 | 10.3 | 10/27/23 |
| 10.16 | Letter Agreement, dated as of February 10, 2022, by and between AutoNation, Inc. and Gianluca Camplone. | 10-Q | 001-13107 | 10.2 | 4/21/22 |
| 10.17 | Letter Agreement, dated as of August 12, 2022, by and between AutoNation, Inc. and Lisa Esparza. | 10-Q | 001-13107 | 10.2 | 10/27/22 |
| 10.18 | Letter Agreement, dated as of May 9, 2023, by and between AutoNation, Inc. and Thomas Szlosek. | 8-K | 001-13107 | 10.1 | 5/16/23 |
| 10.19 | Letter Agreement, dated September 12, 2023, by and between AutoNation, Inc. and Jeff Parent. | 8-K | 001-13107 | 10.1 | 9/22/23 |
| 10.20 | Amended 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-Q | 001-13107 | 10.1 | 7/21/23 |
| 10.21 | Form of Commercial Paper Dealer Agreement between AutoNation, Inc., as Issuer, and the Dealer party thereto. | 8-K | 001-13107 | 10.2 | 3/26/20 |
| 19.1 | AutoNation, Inc. Amended and Restated Insider Trading Policy. | 10-K | 001-13107 | 4.13 | 2/14/25 |
| 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. | ||||
| 97.1 | AutoNation, Inc. Amended and Restated Policy Regarding Recoupment of Certain Incentive Compensation. | 10-K | 001-13107 | 97.1 | 2/16/24 |
| ExhibitNumber | Exhibit Description | Incorporated by Reference | |||
|---|---|---|---|---|---|
| ExhibitNumber | Exhibit Description | Form | File Number | Exhibit | Filing 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.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.