DEES KIMBERLY 4

What Happened Kimberly Dees, SVP & Chief Accounting Officer of AutoNation (AN), had 3,346 shares issued to her as the settlement of performance-based restricted stock units (award, code A) on January 28, 2026. On the same date, 1,354 of those shares were withheld/disposed (code F) to satisfy tax withholding, at an implied per-share value of $215.93 for a total tax withholding value of $292,369. The award stemmed from PSUs granted March 1, 2023 and certified by the Compensation Committee as achieved on January 28, 2026.

Key Details

• Transaction date: January 28, 2026 (reported on Form 4 filed Jan 30, 2026) — appears timely.
• Award: 3,346 shares acquired at $0.00 (settlement of performance-based RSUs).
• Tax withholding/disposition: 1,354 shares at $215.93 per share = $292,369.
• Footnote: Settlement occurred after Certification of performance goals (PSUs granted 3/1/2023) per registrant’s Compensation Committee.
• Shares owned after the transactions: not specified in the provided filing excerpt.
• Transaction codes: A = award/grant/acquisition; F = payment of tax liability (share withholding).

Context This was a routine settlement of performance-based RSUs and a simultaneous share withholding to cover tax obligations — not an open-market sale. Withholdings to satisfy taxes are common and typically reflect compensation mechanics rather than a directional insider trade signal.