UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date Of Report (Date Of Earliest Event Reported) November 10, 2025

AutoNation, Inc.

(Exact name of registrant as specified in its charter)

Delaware

1-13107

73-1105145

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

200 SW 1st Ave

Fort Lauderdale, Florida 33301

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code (954) 769-6000

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, par value $0.01 per share	AN	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter)

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01

Entry into a Material Definitive Agreement.

On November 14, 2025, AutoNation, Inc. (the “Company”) closed its sale of $600 million aggregate principal amount of 4.450% Senior Notes due 2029 (the “Notes”), pursuant to an underwriting agreement (the “Underwriting Agreement”), entered into on 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. The Notes were issued at 99.846% of the aggregate principal amount, representing a yield to maturity of 4.499%. The Notes were sold pursuant to the Company’s registration statement on Form S-3 (File No. 333-284995), filed with the U.S. Securities and Exchange Commission.

Affiliates of certain of the underwriters act as agents and/or lenders under the revolving credit facility under the Company’s credit agreement and/or may hold a portion of the Company’s outstanding commercial paper. In addition, certain affiliates of the underwriters act as agents or lenders for certain of the Company’s vehicle floorplan facilities. Some of the underwriters and their affiliates have engaged in, and may in the future engage in, investment banking and other commercial dealings in the ordinary course of business with the Company or its affiliates. They have received, or may in the future receive, customary fees and commissions for these transactions.

The Notes were issued under a senior indenture, dated as of April 14, 2010 (the “Base Indenture”), by and between the Company and Computershare Trust Company, N.A., as successor to Wells Fargo Bank, National Association, as trustee (the “Trustee”), as supplemented and amended by a supplemental indenture, dated November 14, 2025, by and between the Company and the Trustee (the “Supplemental Indenture” and together with the Base Indenture, the “Indenture”).

The Notes will mature on January 15, 2029 and bear interest at a rate equal to 4.450% per year. The interest on the Notes is payable on January 15 and July 15 of each year, beginning on July 15, 2026. The Notes are not guaranteed by any subsidiaries of the Company and will be structurally subordinated to all existing and future liabilities (including trade payables) of our subsidiaries. The Indenture contains certain restrictive covenants that, among other things, limit the ability of the Company to create or assume certain liens, engage in sale and leaseback transactions and consolidate, merge or transfer all or substantially all of its assets.

The Underwriting Agreement, the Base Indenture, the Supplemental Indenture and the Form of Global Note are filed as exhibits 1.1, 4.1, 4.2 and 4.3, respectively, hereto, and each is incorporated herein by reference. The descriptions of the provisions of the Underwriting Agreement, Indenture and the Notes are summary in nature and are qualified in their entirety by reference to the provisions of such agreements.

Item 2.03

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information provided in Item 1.01 with respect to the Company’s issuance of the Notes is incorporated by reference herein.

Item 9.01

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 description thereof) as disclosures with respect to the actual state of facts concerning the business, operations, or condition of any of the parties to the agreements and should not rely on them as such. In addition, information in any such representations, warranties, or covenants may change after the dates covered by such provisions, which subsequent information may or may not be fully reflected in the public disclosures of the parties. In any event, investors should read the agreements together with the other information concerning the Company contained in reports and statements that it files with the SEC.

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

/s/ C. Coleman Edmunds

C. Coleman Edmunds

Executive Vice President, General Counsel and Corporate Secretary

AUTONATION, INC. 8-K