Penske (NYSE: PAG) CEO granted 39,935 shares vesting from 2027 to 2030

Rhea-AI Filing Summary

PENSKE ROGER S reported acquisition or exercise transactions in this Form 4 filing.

Penske Automotive Group Chair and CEO Roger S. Penske reported an equity award of 39,935 shares of common stock on February 25, 2026. The shares were granted at no cash cost to him as a compensation award. Following this grant, he directly holds 179,977 common shares.

The award vests over several years: 15% of the shares vest on June 1, 2027, another 15% on June 1, 2028, 20% on June 1, 2029, and the remaining 50% on June 1, 2030. A footnote clarifies that the transaction price is not relevant to this grant.

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

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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^*

PENSKE ROGER S

(Last) (First) (Middle)

2555 TELEGRAPH ROAD

(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)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chair & CEO

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		39,935(1)	A	(2)	179,977	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, by power of attorney	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).
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FAQ

What insider transaction did PAG report for Roger Penske on February 25, 2026?

Penske Automotive Group reported that Chair and CEO Roger S. Penske received a grant of 39,935 shares of common stock on February 25, 2026. The shares were awarded as equity compensation, not purchased in the market, and increased his direct holdings to 179,977 shares.

How do the newly granted PAG shares to Roger Penske vest over time?

The 39,935-share grant to Roger Penske vests in stages from 2027 through 2030. Fifteen percent vests on June 1, 2027, another fifteen percent on June 1, 2028, twenty percent on June 1, 2029, and the remaining fifty percent on June 1, 2030.

Was there a purchase price for Roger Penske’s February 2026 PAG stock award?

There was no meaningful purchase price for this award; shares were granted at a stated price of $0.00 per share. A footnote explicitly notes that price is not relevant to this transaction, underscoring that it is a compensation-related equity grant, not a market trade.

What are Roger Penske’s PAG holdings after the latest stock grant?

After receiving the 39,935-share grant, Roger S. Penske directly holds 179,977 shares of Penske Automotive Group common stock. This figure reflects his position following the February 25, 2026 award and shows his direct ownership stake reported in this Form 4/A filing.

Is Roger Penske’s February 2026 PAG transaction a buy or a grant?

The February 2026 transaction is a grant, not an open-market buy. It is reported under code “A” for a grant, award, or other acquisition, meaning shares were issued to Roger Penske as equity compensation rather than purchased for cash on the stock market.