AutoNation Enters Material Definitive Agreement

TL;DR

AutoNation just signed a big deal creating new financial obligations.

AI Summary

On November 10, 2025, AutoNation, Inc. entered into a material definitive agreement, creating a direct financial obligation. The filing details this agreement and related financial obligations, with the report being filed on November 14, 2025.

Why It Matters

This filing indicates AutoNation has entered into a significant new agreement that will create financial obligations for the company, potentially impacting its balance sheet and future operations.

Risk Assessment

Risk Level: medium — Entering into new material definitive agreements and financial obligations can introduce new risks related to the terms of the agreement and the company's ability to meet its obligations.

Key Players & Entities

• AutoNation, Inc. (company) — Registrant
• November 10, 2025 (date) — Date of earliest event reported
• November 14, 2025 (date) — Filing date

FAQ

Key Financial Figures

• $0.01 — ich registered Common stock, par value $0.01 per share AN New York Stock Exchang
• $600 million — Inc. (the "Company") closed its sale of $600 million aggregate principal amount of 4.450% Se

Filing Documents

• d846092d8k.htm (8-K) — 33KB
• d846092dex11.htm (EX-1.1) — 166KB
• d846092dex42.htm (EX-4.2) — 269KB
• d846092dex51.htm (EX-5.1) — 31KB
• 0001193125-25-283199.txt ( ) — 727KB
• an-20251110.xsd (EX-101.SCH) — 3KB
• an-20251110_lab.xml (EX-101.LAB) — 17KB
• an-20251110_pre.xml (EX-101.PRE) — 11KB
• d846092d8k_htm.xml (XML) — 3KB

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description 1.1 Underwriting Agreement, dated November 10, 2025, by and between the Company and BofA Securities, Inc., Mizuho Securities USA LLC, Truist Securities, Inc. and Wells Fargo Securities, LLC, as representatives of the several underwriters listed in Schedule A thereto. 4.1 Indenture, dated as of April 14, 2010, by and between AutoNation, Inc. and Computershare Trust Company, N.A., as successor to Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed on April 15, 2010). 4.2 Supplemental Indenture, dated as of November 14, 2025, by and between AutoNation, Inc. and Computershare Trust Company, N.A., as successor to Wells Fargo Bank, National Association, as trustee. 4.3 Form of Global Note (included in Exhibit 4.2). 5.1 Opinion of Skadden, Arps, Slate, Meagher & Flom LLP. 23.1 Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in Exhibit 5.1). 104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. The exhibits included with this Form 8-K contain various representations, warranties, and covenants of the Company and the other parties thereto. They are not intended to provide any factual information about any of the parties thereto. The assertions embodied in those representations, warranties, and covenants were made for purposes of such agreements, solely for the benefit of the parties thereto. In addition, certain representations and warranties were made as of a specific date, may be subject to a contractual standard of materiality different from what a security holder might view as material, or may have been made for purposes of allocating contractual risk among the parties rather than establishing matters as facts. Investors should not view the representations, warranties, and covenants in the agreements (or any descr

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. AUTONATION, INC. Date: November 14, 2025 By: /s/ C. Coleman Edmunds Name: C. Coleman Edmunds Title: Executive Vice President, General Counsel and Corporate Secretary