Welcome to our dedicated page for PENSKE AUTOMOTIVE GROUP SEC filings (Ticker: PAG), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Our SEC filing database is enhanced with expert analysis from Rhea-AI, providing insights into the potential impact of each filing on PENSKE AUTOMOTIVE GROUP's stock performance. Each filing includes a concise AI-generated summary, sentiment and impact scores, and end-of-day stock performance data showing the actual market reaction. Navigate easily through different filing types including 10-K annual reports, 10-Q quarterly reports, 8-K current reports, proxy statements (DEF 14A), and Form 4 insider trading disclosures.
Designed for fundamental investors and regulatory compliance professionals, our page simplifies access to critical SEC filings. By combining real-time EDGAR feed updates, Rhea-AI's analytical insights, and historical stock performance data, we provide comprehensive visibility into PENSKE AUTOMOTIVE GROUP's regulatory disclosures and financial reporting.
Penske Automotive Group, Inc. is disclosing that a Special Committee of independent and disinterested directors is reviewing an unsolicited, preliminary and non-binding proposal from Penske Corporation and Mitsui & Co., Ltd. to acquire all remaining shares of the company’s common stock that they and their affiliates do not already own for cash consideration of $210 per share.
The Special Committee has retained Moelis & Company LLC as its independent financial advisor and Paul, Weiss, Rifkind, Wharton & Garrison LLP as its independent legal counsel to assist in evaluating the proposal and any potential transaction. The company emphasizes that there can be no assurance that any agreement will be reached or that any transaction will occur, or on what terms. The company states that shareholders do not need to take any action at this time and that it does not intend to provide further updates on the proposal unless it determines additional disclosure is appropriate or required.
Penske Automotive Group generated revenue of $16,376.3 million for the six months ended June 30, 2026, compared with $15,986.3 million a year earlier. Net income attributable to common stockholders was $494.9 million, with diluted earnings per share of $7.52. Second‑quarter revenue was $8,512.7 million and net income $260.4 million.
Retail automotive dealerships produced $14,268.1 million of revenue and about $2.3 billion of gross profit in the first half, retail commercial truck operations $1,622.4 million of revenue and $271.0 million of gross profit, and Australian distribution and other operations $485.8 million of revenue and $103.9 million of gross profit. Equity in earnings of affiliates, including Penske Transportation Solutions, contributed $98.1 million.
Operating cash flow was $419.1 million, while $669.7 million was used for acquisitions of two U.S. retail automotive franchises and other investing activities. At June 30, 2026, total assets were $18,485.3 million, long‑term debt was $2,496.0 million, and equity was $5,833.4 million. After quarter‑end, Penske Corporation and Mitsui submitted an unsolicited, preliminary, non‑binding proposal to acquire all remaining shares for $210.00 per share in cash; a special committee of independent directors is evaluating the proposal.
Penske Automotive Group reported second quarter 2026 revenue of $8.5 billion, up 6% from a year earlier, while net income attributable to common stockholders edged down to $260.4 million and earnings per share to $3.96 from $4.03. Excluding a $30.5 million gain on the sale of dealerships, adjusted income before taxes was $323.3 million, adjusted net income $237.7 million, and adjusted EPS $3.62. Foreign currency benefited revenue by $47.2 million and EPS by $0.02.
Retail automotive delivered 125,401 new and used units, a 4.6% increase, with segment revenue rising to $7.3 billion, though total gross margin slipped to 15.9% from 16.8% as new and used vehicle margins declined while service and parts margins improved. Retail commercial truck dealerships retailed 5,431 units with revenue of $927.8 million and income before taxes of $47.2 million, slightly below the prior year. Penske Transportation Solutions contributed equity earnings of $57.4 million, up 7%.
For the first half of 2026, revenue was $16.4 billion versus $16.0 billion, with net income attributable to common stockholders of $494.9 million and EPS of $7.52. Adjusted net income was $438.3 million and adjusted EPS $6.66. The company completed Lexus acquisitions expected to add $450 million of annualized revenue, repurchased 265,104 shares for $42.5 million, and ended June 30 with about $1.4 billion of liquidity, a leverage ratio of 1.7x, and a 1.4% higher quarterly dividend of $1.44 per share.
Penske Automotive Group, Inc. declared a higher quarterly cash dividend of $1.44 per share, up $0.02 or 1.4%, bringing the annualized dividend to $5.76 per share. The dividend is payable on September 1, 2026 to shareholders of record as of August 14, 2026.
This is the company’s 23rd consecutive quarterly dividend increase. Management links continued dividend growth to business strength and a capital allocation strategy that balances dividends, securities repurchases, and strategic acquisitions across its global automotive and commercial truck operations.
Penske Automotive Group, Inc. received an unsolicited, preliminary and non-binding take-private proposal from Penske Corporation and Mitsui & Co., Ltd. to acquire all outstanding common shares they and their affiliates do not already own for $210 in cash per share. According to the proposal letter, this price implies an equity value of approximately $13.8 billion for Penske Automotive and represents premiums of about 19.3% and 25.4% to the 60-day and 90-day volume weighted average prices ended July 20, 2026, and exceeds the company’s stated all-time high share price. Penske Corporation, Mitsui and their affiliates currently beneficially own collectively 72.6% of the company’s outstanding common stock.
The Board of Directors has formed a special committee of disinterested and independent directors to review and evaluate the proposal, with authority to hire independent legal and financial advisors and to reject the transaction if it is not in the minority shareholders’ best interests. The PC-Mitsui investor group indicates the transaction would not be subject to financing conditions and that due diligence would be largely confirmatory, but also notes there is no assurance any transaction will be pursued, approved, or consummated on the proposed terms. The group states it seeks only to acquire additional shares, does not intend in that capacity to sell its existing stake or vote for alternative sale or merger transactions, and expects to remain a long-term stockholder if no deal occurs. The company states that shareholders do not need to take any action at this time and that it plans further communications only when additional disclosure is appropriate or required.
Penske Corporation and Roger S. Penske, together with Mitsui & Co., Ltd. and its U.S. subsidiary (the “Investor Group”), have submitted a non-binding proposal to acquire for cash all outstanding Voting Common Stock of Penske Automotive Group, Inc. not owned by the Investor Group at $210.00 per share.
As of April 16, 2026, there were 65,749,255 shares of Voting Common Stock outstanding. As of July 21, 2026, Penske Corporation and Roger S. Penske beneficially owned 34,333,500 shares, or 52.2% of the class, and, including shares reported by Mitsui, would beneficially own 47,655,705 shares, or 72.5%. The Investor Group directly holds 47,503,326 shares, or 72.2%. If the transaction is completed, the Voting Common Stock would be delisted from the New York Stock Exchange and deregistered under the Exchange Act.
The Investor Group expects to fund the transaction with third-party debt financing and equity from its members, subject to definitive financing agreements. Any deal would require approval of a Special Committee of disinterested, independent directors and execution of definitive documentation; the proposal may be modified or withdrawn at any time.
Mitsui & Co., Ltd. and Mitsui & Co. (U.S.A.), Inc. updated their Schedule 13D for Penske Automotive Group, Inc., reporting beneficial ownership of 13,322,205 shares of common stock. This represents 20.3% of the 65,749,255 shares outstanding as of April 16, 2026.
The amendment also describes a non-binding proposal by a group consisting of Penske Corporation, its subsidiary and the Mitsui entities (the PC-Mitsui Investors) to acquire all outstanding shares they do not own for $210.00 per share in cash. The PC-Mitsui Investors directly hold 47,503,326 shares, about 72.2% of the company; including previously reported holdings, Penske Parties and the Reporting Persons would beneficially own 47,750,082 shares, approximately 72.6% of outstanding stock. The proposal is expected to be reviewed by an independent special committee, depends on new equity and third-party debt financing, and may lead to a merger and potential NYSE delisting if completed, but it is expressly non-binding until definitive agreements are executed.
Davis Lisa Ann reported acquisition or exercise transactions in this Form 4 filing.
Penske Automotive Group director Lisa Ann Davis received a grant of 209 Deferred Stock Units (phantom stock) linked to the company’s common stock. These units were awarded at a stated price of $0.00 per unit as a compensation-related grant.
Each deferred stock unit is convertible into one share of Penske Automotive Group common stock on a one-for-one basis. According to the disclosure, these units become exercisable beginning upon Davis’s separation from service from the company’s Board of Directors. Following this grant, she directly holds a total of 25,546 deferred stock units.
Hoogendoorn David reported acquisition or exercise transactions in this Form 4 filing.
Penske Automotive Group director David Hoogendoorn received a grant of 12 Deferred Stock Units (phantom stock). These derivative units relate one-for-one to shares of Penske Automotive Group common stock.
The grant is a compensation-related award with no cash price, and raises his directly held deferred stock unit balance to 1,514 units. These units become exercisable beginning when he separates from service on the company’s Board of Directors.
Penske Automotive Group director Sandra E. Pierce received a grant of 98 Deferred Stock Units (phantom stock) tied to the company’s common stock. The units carry no cash purchase price and convert one-for-one into common shares.
These deferred units become exercisable when she separates from service on the Board of Directors. Following this award, Pierce holds a total of 12,017 deferred stock units directly.