PAG insider files Form 144 for 1,100 vested shares; broker: Morgan Stanley

Rhea-AI Filing Summary

Penske Automotive Group (PAG) filed a Form 144 notifying a proposed sale of 1,100 common shares through Morgan Stanley Smith Barney at an aggregate market value of $200,805.55. The filing reports total shares outstanding of 66,044,372 and an approximate sale date of 08/19/2025. The shares were acquired on 06/01/2024 through restricted stock vesting under a registered plan and were paid in full on that date. The filing also discloses a prior sale by the same person of 1,500 shares on 06/02/2025 for $244,618.35. The filer certifies they possess no undisclosed material adverse information.

Positive

• Filing complies with Rule 144 disclosure requirements and includes broker and acquisition details
• Securities were acquired via restricted stock vesting under a registered plan, indicating lawful acquisition and standard insider compensation

Negative

• Insider sale activity (1,100 proposed shares and a prior 1,500-share sale) may be viewed negatively by some investors despite small size

Insights

Securities Analyst

TL;DR: Insider proposes a modest sale of vested restricted shares; size is small relative to outstanding stock and appears routine.

The Form 144 shows a proposed sale of 1,100 common shares acquired via restricted stock vesting. At an aggregate market value of $200,805.55 against 66,044,372 shares outstanding, the transaction represents a de minimis dilution and is consistent with routine insider liquidity from vested awards. The filing includes a recent prior sale of 1,500 shares, which combined with this notice documents periodic disposition activity but does not, by itself, indicate material change to capital structure or control.

Corporate Governance Specialist

TL;DR: Filing demonstrates compliance with Rule 144 and disclosure norms for sale of vested equity; no material undisclosed information asserted.

The notice identifies the broker, proposed sale date, and acquisition details (restricted stock vesting under a registered plan), fulfilling Rule 144 disclosure expectations. The filer’s certification that they are unaware of undisclosed material adverse information is standard language on Form 144. Given the insured nature of the shares (vested under a registered plan) and use of an established broker, the filing appears procedurally complete and routine for insider sales.

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK
Filer CCC
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer

SEC File Number

Address of Issuer

Phone

Name of Person for Whose Account the Securities are To Be Sold

See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.

Relationship to Issuer

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Common	Morgan Stanley Smith Barney LLC Executive Financial Services 1 New York Plaza 8th Floor New York NY 10004	1100	200805.55	66044372	08/19/2025	NYSE

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Common	06/01/2024	Restricted stock vesting under a registered plan	Issuer			1100	06/01/2024	Not Applicable

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Name and Address of Seller	Title of Securities Sold	Date of Sale	Amount of Securities Sold	Gross Proceeds
MICHELLE C HULGRAVE 2555 TELEGRAPH RD BLOOMFIELD HILLS MI 48302-0954	Common	06/02/2025	1500	244618.35

144: Remarks and Signature

Remarks

Date of Notice

ATTENTION:

The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.

Signature

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

FAQ

What does the Form 144 for PAG disclose about the proposed sale?

The Form 144 discloses a proposed sale of 1,100 common shares through Morgan Stanley Smith Barney with an aggregate market value of $200,805.55, and an approximate sale date of 08/19/2025.

How were the 1,100 shares acquired according to the filing?

The filing states the shares were acquired on 06/01/2024 through restricted stock vesting under a registered plan.

Has the filer sold any PAG shares recently?

Yes. The filing discloses a prior sale by the same person of 1,500 shares on 06/02/2025 for $244,618.35.

What is the total number of PAG shares outstanding reported in the Form 144?

The Form 144 reports 66,044,372 shares outstanding.

Does the filer claim any undisclosed material information?

The filer represents, by signing the notice, that they do not know any material adverse information about the issuer that has not been publicly disclosed.