AN — AUTONATION, INC. SEC Filings

What Changed

Risk factors · Feb 14, 2025 → Feb 12, 2026

10 added · 24 removed between the two most recent 10-Ks. The risks a company starts — or stops — disclosing are often the story.

Newly disclosed

We recorded non-cash goodwill impairment charges of $65.3 million during 2025 and non-cash franchise rights impairment charges of $93.7 million and $12.5 million during 2025 and 2024, respectively.
The rapid evolution and increased availability and use of artificial intelligence by us, third-party service providers, or threat actors may intensify cybersecurity risks by making cyber incidents more sophisticated and cyber incidents more difficult to detect, contain, and mitigate.
The imposition of new tariffs, quotas, duties, or other restrictions or limitations, including the tariffs announced by the U.S. government beginning in the first quarter of 2025 on imported vehicles and parts, could increase prices for vehicles and/or parts imported into the United States, limit the availability of such vehicles and/or parts, and adversely impact affordability and demand for such vehicles and/or parts, which in turn could have a material adverse effect on our business and results of operations.
These programs may impact our new vehicle acquisition costs, the price ultimately paid by our customers, and the number of vehicles sold in a particular period.
As of December 31, 2025, we had $4.0 billion of total non-vehicle long-term debt, $3.8 billion of vehicle floorplan financing, and $1.9 billion of non-recourse debt.
The ultimate impact of any tariffs is uncertain and will depend on various factors, including whether the tariffs are maintained and/or implemented, the duration of the tariffs and the timing of their implementation, the amount, scope, and nature of the tariffs, and the related responses from other countries, manufacturers, and/or consumers.
The establishment or relocation of franchises in our markets could have a material adverse effect on the 15 Table of C ontents financial condition, results of operations, cash flows, and prospects of our stores in the market in which the franchise action is taken.
Risks Related to Cybersecurity We depend on information technology for our business and are subject to risks related to cybersecurity threats and incidents, including those affecting our third-party suppliers and other service providers.
Any decreases in our customers’ disposable income could also negatively impact their ability to repay loans originated by AutoNation Finance, our captive auto finance company.
In addition, vehicle manufacturers are subject to government-mandated fuel economy and greenhouse gas, or GHG, emission standards.

No longer disclosed

Based on filings made with the SEC through February 12, 2025, ESL Investments, Inc. together with certain of its investment affiliates (collectively, “ESL”) beneficially owns approximately 8.3% of the outstanding shares of our common stock.
During 2024, we recorded non-cash impairment charges of $12.5 million associated with franchise rights at certain of our stores.
In January 2024, the FTC published the Combating Auto Retail Scams Final Rule (“CARS Rule”), which prohibits certain automotive sales and marketing practices and establishes significant new dealer disclosure and record-keeping requirements broadly applicable throughout the car-buying process.
In the aggregate, based on filings made with the SEC through February 12, 2025, William H.
Based on filings made with the SEC through February 12, 2025, William H.
As of December 31, 2024, we had $3.8 billion of total non-vehicle long-term debt, $3.7 billion of vehicle floorplan financing, and $801.5 million of non-recourse debt under our warehouse facilities.
Approximately 16.0 million, 15.6 million, and 13.9 million new vehicles, including retail and fleet vehicles, were sold in the United States in 2024, 2023, and 2022, respectively.
To the extent that the CARS Rule ultimately becomes effective or that states enact similar requirements, we may be subject to new administrative burdens that would likely increase our costs and could expose us to significant damages, other penalties, and/or adverse publicity.
As a result, ESL may also have the ability to exert substantial influence over actions to be taken or approved by our stockholders, including the election of directors and any transactions involving a change of control. 21 Table of Contents In the future, our largest stockholders may acquire or dispose of shares of our common stock and thereby increase or decrease their ownership stake in us.

AUTONATION, INC.

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