Penske Automotive (NYSE: PAG) EVP awarded 4,992-share stock grant

Rhea-AI Filing Summary

Spradlin Shane M. reported acquisition or exercise transactions in this Form 4 filing.

Penske Automotive Group executive Shane M. Spradlin received an equity award of 4,992 shares of Common Stock as compensation. The award was granted at no cash cost to him and increases his direct holdings to 38,144 shares. The granted shares vest over time, with 15% vesting on June 1, 2027, another 15% on June 1, 2028, 20% on June 1, 2029, and the remaining 50% on June 1, 2030.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Spradlin Shane M.

(Last) (First) (Middle)

2555 TELEGRAPH RD.

(Street)

BLOOMFIELD HILLS MI 48302

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
PENSKE AUTOMOTIVE GROUP, INC. [ PAG ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP, Gen. Counsel & Sec.

3. Date of Earliest Transaction (Month/Day/Year)
02/25/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)
02/27/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/25/2026		A		4,992(1)	A	(2)	38,144	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Fifteen percent of these shares vest on June 1, 2027, fifteen percent of these shares vest on June 1, 2028, twenty percent of the shares vest on June 1, 2029, and fifty percent of the shares vest on June 1, 2030.

2. Price is not relevant to this transaction.

Remarks:

This amendment is being filed to correct an inadvertent tabulation error in the original Form 4 filed on February 27, 2026. The reporting person's beneficial ownership has been updated accordingly. No additional transaction occurred.

	/s/ Shane M. Spradlin	03/12/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transaction did PAG executive Shane M. Spradlin report on this Form 4/A?

Shane M. Spradlin reported receiving an award of 4,992 shares of Penske Automotive Group Common Stock. This was a grant classified as an acquisition, not an open-market purchase, and reflects equity compensation rather than a traditional stock buy on the market.

How many PAG shares does Shane M. Spradlin hold after this grant?

After the 4,992-share award, Shane M. Spradlin directly holds 38,144 shares of Penske Automotive Group Common Stock. This total reflects his position following the reported equity grant and shows his ongoing direct ownership stake in the company’s common equity.

What is the vesting schedule for Shane M. Spradlin’s new PAG share award?

The 4,992-share award vests in stages: 15% on June 1, 2027, another 15% on June 1, 2028, 20% on June 1, 2029, and the remaining 50% on June 1, 2030. This structure ties full ownership to multi-year continued service.

Did Shane M. Spradlin pay a purchase price for the new PAG shares?

The filing shows a price per share of 0.0000 and notes that price is not relevant to this transaction. This indicates the 4,992 shares were granted as compensation rather than acquired through a cash purchase on the open market.

Is Shane M. Spradlin’s PAG ownership from this Form 4/A direct or indirect?

The Form 4/A classifies Shane M. Spradlin’s ownership of these Penske Automotive Group shares as direct. The transaction indicates he holds the 4,992 granted shares, and the resulting 38,144 total shares, directly rather than through an intermediary entity.

What role does Shane M. Spradlin hold at Penske Automotive Group (PAG)?

Shane M. Spradlin is an officer of Penske Automotive Group, serving as Executive Vice President, General Counsel, and Secretary. The reported equity grant reflects compensation aligned with his senior leadership role at the company rather than a discretionary market trade.