Manley Michael Mark 4

What Happened
Michael M. Manley, CEO and Director of AutoNation, had 60,277 performance-based restricted shares settle on January 28, 2026. To satisfy tax withholding, 23,734 of those shares were withheld/disposed at $215.93 per share, a value of $5,124,883. The shares were issued at $0.00 as part of the RSU settlement (i.e., not purchased).

Key Details

• Transaction date: January 28, 2026; Form 4 filed January 30, 2026 (timely filing).
• Award (code A): 60,277 shares settled; acquisition price reported as $0.00.
• Tax withholding (code F): 23,734 shares withheld/disposed at $215.93 each; total value ~$5,124,883.
• Footnote: Settlement followed certification by the Compensation Committee of performance goals for performance-based RSUs granted March 1, 2023.
• Shares owned after transaction: not specified in the provided filing.
• Nature of disposal: tax withholding to satisfy liabilities, not an open-market sale.

Context
This transaction represents the settlement of performance-based RSUs (a compensation event) and the routine withholding of shares to cover taxes. The 23,734-share disposition is a tax-related withholding rather than a market sale and shouldn’t be interpreted as a directional trade by the insider.