Manley Michael Mark 4

What Happened

• Mike Manley, CEO and Director of AutoNation (AN), had restricted stock units (RSUs) convert into common shares on March 1, 2026 and had shares withheld/sold to cover tax obligations. A total of 23,412 RSUs converted into shares (6,995 + 7,940 + 8,477). To satisfy tax withholding, 9,214 shares were disposed at $195.16 per share for proceeds of $1,798,204. Separately, Manley received a new RSU grant of 23,104 units on March 1, 2026 that will vest over the next three years.

Key Details

• Transaction date: March 1, 2026 (Form 4 filed March 3, 2026 — timely filing)
• Conversions/vests: 6,995 + 7,940 + 8,477 = 23,412 RSUs converted to common stock (coded M)
• Tax withholding/sale: 9,214 shares disposed at $195.16 each; proceeds $1,798,204 (coded F)
• New grant: 23,104 RSUs awarded on March 1, 2026 (coded A), vesting in one-third increments over 3 years (see footnote F5)
• Net shares delivered to Manley after withholding: 23,412 converted − 9,214 withheld = 14,198 net shares received
• Shares owned after transaction: not specified in the provided filing excerpt
• Footnotes: F1–F5 confirm one-for-one RSU-to-share conversion, prior grants (2023–2025) and the new 2026 RSU grant terms
• Filing timeliness: Filed within usual Form 4 window (appears timely)

Context

• These transactions reflect routine RSU vesting and tax-withholding mechanics (a cashless-like settlement where shares are withheld/sold to meet tax obligations), not an open-market directional purchase or sale by the insider.
• The new RSU grant (23,104 units) is an award that vests over time and does not represent immediate stock ownership until those units vest and convert into shares.