Penske (NYSE: PAG) CFO receives 4,992-share stock award grant

Rhea-AI Filing Summary

Hulgrave Michelle reported acquisition or exercise transactions in this Form 4 filing.

Penske Automotive Group executive vice president and CFO Michelle Hulgrave received a grant of 4,992 shares of Common Stock as an equity award. According to the vesting schedule, 15% vests on June 1, 2027, 15% on June 1, 2028, 20% on June 1, 2029, and 50% on June 1, 2030. The award was granted at no stated price as part of compensation, and she now holds 21,814 shares directly.

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

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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^*

Hulgrave Michelle

(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 & CFO

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)	21,814	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 Michelle Hulgrave?

Penske Automotive Group reported an equity grant to CFO Michelle Hulgrave. She was awarded 4,992 shares of Common Stock as a compensation-related grant, with no purchase price, increasing her directly held position to 21,814 shares following this transaction.

How many PAG shares were granted to the CFO in this Form 4/A?

The CFO received a grant of 4,992 shares of Common Stock. These shares are part of an equity award, not an open-market purchase, and were issued at no stated price, reflecting standard compensation rather than a discretionary stock purchase.

What is the vesting schedule for Michelle Hulgrave’s 4,992 PAG shares?

The 4,992-share award vests in four tranches over several years. 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, subject to continued service.

What are Michelle Hulgrave’s PAG holdings after this reported grant?

After the reported equity award, Michelle Hulgrave holds 21,814 PAG shares directly. This figure reflects her total direct ownership immediately following the 4,992-share grant, as disclosed in the Form 4/A non-derivative holdings table.

Was the PAG CFO’s 4,992-share transaction a stock purchase or a grant?

The 4,992-share transaction was a grant or award, not a purchase. The Form 4/A lists code A for grant, indicates a price of 0.0000 per share, and describes the action as a compensation-related acquisition rather than an open-market stock buy.

Does the Form 4/A for PAG indicate any derivative exercises by the CFO?

No derivative exercises are shown in this Form 4/A excerpt. The filing only reports a non-derivative Common Stock grant of 4,992 shares, with no derivative positions or option exercises listed in the derivativeSummary section.