Every 8-K that Penske Automotive Group, Inc. (PAG) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow PAG and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full PAG filings page.
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 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 Automotive Group held its 2026 annual stockholders meeting on May 13, 2026, where all twelve director nominees were elected. Each received over 60 million votes in favor, with additional broker non-votes recorded.
Stockholders also ratified Deloitte & Touche LLP as the independent auditing firm for the year ending December 31, 2026, and approved, on an advisory basis, named executive officer compensation. The Board declared a quarterly dividend of $1.42 per share, an increase of $0.02 or about 1.4%, marking the 22nd consecutive quarterly increase, payable June 3, 2026 to shareholders of record as of May 26, 2026.
Penske Automotive Group reported first quarter 2026 revenue of $7.9 billion, slightly below the $8.0 billion posted a year earlier. Net income attributable to common stockholders declined to $234.5 million from $257.7 million, with earnings per share down to $3.56 from $3.86.
Excluding a gain on sale of a dealership and other items, adjusted net income fell to $200.6 million and adjusted EPS to $3.05, reflecting softer vehicle volumes and a difficult comparison. Retail automotive service and parts remained a strength, with revenue up 4.6% to $863.9 million and related gross profit up 5.7%.
The company completed acquisitions expected to add $450 million of annualized revenue and has acquired two Toyota and four Lexus stores over six months expected to generate about $2 billion in annualized revenue. Penske Transportation Solutions contributed a 24% earnings increase to $41.1 million. Penske ended the quarter with about $1.3 billion in liquidity and a 1.8x leverage ratio after repurchasing 170,393 shares for $26.4 million.
Penske Automotive Group reported softer results for Q4 2025, with revenue of $7.8 billion versus $8.1 billion a year earlier and net income attributable to common stockholders of $186.1 million, down from $249.3 million. Earnings per share fell to $2.83 from $3.73, reflecting lower new and used vehicle volumes and weaker freight-related truck demand.
For full-year 2025, revenue was essentially flat at $31.8 billion, while net income attributable to common stockholders slipped 4% to $935.4 million and earnings per share eased to $14.13 from $14.49. Adjusted net income was $922.8 million and adjusted earnings per share $13.94. Service and parts remained a key strength, with record full-year retail automotive service and parts revenue and related gross profit.
The company continued active capital deployment. It repurchased 1,178,411 shares, about 1.8% of outstanding shares, repaid $550 million of 3.50% senior subordinated notes, and ended 2025 with $1.6 billion of liquidity and a 1.5x leverage ratio. The Board increased the quarterly cash dividend 1.4% to $1.40 per share, its 21st consecutive quarterly increase, and highlighted recent and pending Lexus and Toyota dealership acquisitions expected to contribute significant additional annualized revenue.
Penske Automotive Group, Inc. entered into a material definitive agreement under which a wholly owned subsidiary acquired all membership interests of Penske Motor Group, LLC, including four franchised dealerships in California and Texas, for an aggregate purchase price of $519,423,000. The consideration consists of $363,596,100 in cash and a $155,826,900 4.5% senior subordinated promissory note with a three‑year term, subject to customary post‑closing net worth adjustments.
The sellers include entities affiliated with the company’s Vice Chair and its largest stockholder, Penske Corporation, making this a related‑party transaction. A special committee of independent directors, advised by separate legal and financial advisors, reviewed, negotiated, and recommended the deal. The filing also outlines existing related‑party real estate leases, governance and voting agreements with Penske Corporation and Mitsui, and various commercial arrangements with Penske Transportation Solutions.
Penske Automotive Group, Inc. reported that it issued a press release announcing its third quarter 2025 financial results. The press release is furnished as Exhibit 99.1 to this report.
The disclosure is furnished, not filed, under the Exchange Act. Related information is also provided under Regulation FD. Additional materials include the Inline XBRL cover page (Exhibit 104).
Penske Automotive Group announced a quarterly cash dividend of $1.38 per share. The Board of Directors declared the dividend, which is payable on December 2, 2025 to shareholders of record as of November 14, 2025. The company also provided a press release with these details.
This action returns cash to shareholders on a regular schedule, with the record date determining who is eligible to receive the payment and the payment date indicating when funds are distributed.