Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
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AutoNation, Inc. (Name of Issuer) |
Common stock, par value $0.01 per share (Title of Class of Securities) |
05329W102 (CUSIP Number) |
Jeff Shim, Esq. 2365 Carillon Point, Kirkland, WA, 98033 (425) 889-7900 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
02/06/2026 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 05329W102 |
| 1 |
Name of reporting person
Cascade Investment, L.L.C. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
 (a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
WASHINGTON
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
7,062,629.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
20.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
All shares of the common stock, $0.01 par value per share (the "Common Stock") of AutoNation, Inc. (the "Issuer") held by Cascade Investment, L.L.C. ("Cascade") may be deemed to be beneficially owned by William H. Gates III as the sole member of Cascade. Item 13 is based on 35,200,000 shares of Common Stock outstanding as of December 31, 2025, as reported in Exhibit 99.1 to the Issuer's Form 8-K filed on February 6, 2026.
SCHEDULE 13D
|
| CUSIP No. | 05329W102 |
| 1 |
Name of reporting person
William H. Gates III | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
7,062,629.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
20.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
All shares of the Common Stock of the Issuer held by Cascade may be deemed to be beneficially owned by William H. Gates III as the sole member of Cascade. Item 13 is based on 35,200,000 shares of Common Stock outstanding as of December 31, 2025, as reported in Exhibit 99.1 to the Issuer's Form 8-K filed on February 6, 2026.
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common stock, par value $0.01 per share | |
| (b) | Name of Issuer:
AutoNation, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
200 SW 1st Ave, Fort Lauderdale,
FLORIDA
, 33301. | |
Item 1 Comment:
Cascade Investment, L.L.C. ("Cascade") and William H. Gates III ("WHG" and together with Cascade, the "Reporting Persons") previously reported their beneficial ownership of the common stock, $0.01 par value per share (the "Common Stock"), of AutoNation, Inc. (the "Issuer") on a Schedule 13G, filed on October 3, 2024. This Schedule 13D is being filed pursuant to Rule 13d-1(f) of the Act to report that the Reporting Persons' beneficial ownership percentage has increased to exceed 20 percent of the Issuer's shares of Common Stock outstanding. The increase is solely due to a decrease in the number of shares of Common Stock outstanding as a result of the Issuer's share repurchase program, and not as a result of an acquisition of shares by the Reporting Persons. | ||
| Item 2. | Identity and Background | |
| (a) | This statement is being filed jointly by Cascade and WHG. | |
| (b) | The business addresses of the Reporting Persons are as follows: Cascade - 2365 Carillon Point, Kirkland, WA 98033 WHG - 500 Fifth Avenue North, Seattle, WA 98109 | |
| (c) | Cascade is a limited liability company organized under the laws of the State of Washington. Cascade is a private investment entity that seeks appreciation of its assets for the benefit of its member. WHG controls Cascade as its sole member. The address of Cascade's principal office is set forth in paragraph (b) of this item. WHG, a natural person, is Trustee of the Gates Foundation (the "Foundation") and its asset trust. The Foundation is a nonprofit organization fighting poverty, disease, and inequity around the world; its business address is 500 Fifth Avenue North, Seattle, Washington 98109. | |
| (d) | None | |
| (e) | None | |
| (f) | WHG is a citizen of the United States of America. | |
| Item 3. | Source and Amount of Funds or Other Consideration | |
Cascade purchased its shares with working capital. The number of shares owned by the Reporting Persons has not changed since their last filing on Schedule 13G on October 3, 2024. The increase in percentage of Common Stock owned by the Reporting Persons is due solely to a decrease in the number of Common Stock outstanding as a result of the Issuer's ongoing share repurchase program. | ||
| Item 4. | Purpose of Transaction | |
The Reporting Persons acquired the shares of Common Stock for investment purposes, from working capital. The Reporting Persons intend to continuously review and evaluate all of their alternatives with respect to their investment in the Issuer and intend to take any and all actions that they deem appropriate with respect to the performance of their investment. This may include decreasing or increasing their ownership interest in the Issuer depending upon subsequent changes to market conditions, developments affecting the Issuer, their general investment policies, or other factors. Except as set forth herein, the Reporting Persons have no current intention, plan, or proposal with respect to items (a) through (j) of Schedule 13D. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | See items 11 and 13 of the cover pages to this Schedule 13D for the aggregate number of shares of Common Stock and percentage of Common Stock beneficially owned by each of the Reporting Persons. | |
| (b) | See items 7 through 10 of the cover pages to this Schedule 13D for the number of shares of Common Stock beneficially owned by each of the Reporting Persons as to which there is sole power to vote or to direct the vote, shared power to vote or to direct the vote, and sole or shared power to dispose or to direct the disposition. | |
| (c) | None. | |
| (d) | None. | |
| (e) | Not applicable. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
None. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Exhibit 1: Joint Filing Agreement by and between Cascade Investment, L.L.C. and William H. Gates III | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Comments accompanying signature:
Duly authorized under Special Limited Power of Attorney appointing Alan Heuberger attorney-in-fact, dated October 11, 2013, by and on behalf of Michael Larson, filed as Exhibit 99.1 to Amendment No. 9 to Cascade's Schedule 13D with respect to Western Asset/Claymore Inflation-Linked Opportunities & Income Fund on December 11, 2013, SEC File No. 005-81261, and incorporated by reference herein. Duly authorized under Special Limited Power of Attorney appointing Alan Heuberger attorney-in-fact, dated August 12, 2008, by and on behalf of William H. Gates III, filed as Exhibit 99.2 to Amendment No. 1 to Cascade's Schedule 13D with respect to Otter Tail Corporation on April 15, 2009, SEC File No. 005-06638, and incorporated by reference herein. |