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  4. [Form 4] PENSKE AUTOMOTIVE GROUP, INC. Insider Trading Activity

Penske Automotive (NYSE: PAG) director receives grant of deferred stock units

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Hoogendoorn David reported acquisition or exercise transactions in this Form 4 filing.

Penske Automotive Group director David Hoogendoorn received a grant of 12 Deferred Stock Units (phantom stock). These derivative units relate one-for-one to shares of Penske Automotive Group common stock.

The grant is a compensation-related award with no cash price, and raises his directly held deferred stock unit balance to 1,514 units. These units become exercisable beginning when he separates from service on the company’s Board of Directors.

Positive

  • None.

Negative

  • None.
Insider Hoogendoorn David
Role null
Type Security Shares Price Value
Grant/Award Deferred Stock Units (Phantom Stock) 12 $0.00 --
Holdings After Transaction: Deferred Stock Units (Phantom Stock) — 1,514 shares (Direct, null)
Footnotes (1)
  1. One for one. These units are exercisable beginning on the reporting person's separation from service from the Company's Board of Directors. Not applicable. Price is not relevant to this transaction.
Deferred stock units granted 12 units Grant of Deferred Stock Units (phantom stock) on 2026-06-03
Deferred stock units after grant 1,514 units Total Deferred Stock Units held directly following the award
Conversion ratio 1-for-1 Each Deferred Stock Unit corresponds to one share of common stock
Transaction price per unit $0.00 Equity grant with no cash price, compensation-related
Transaction code A Grant, award, or other acquisition of derivative security
Deferred Stock Units (Phantom Stock) financial
"security_title: Deferred Stock Units (Phantom Stock)"
underlying security financial
"underlying_security_title: Common Stock"
separation from service financial
"These units are exercisable beginning on the reporting person's separation from service"
Board of Directors financial
"separation from service from the Company's Board of Directors."
The Board of Directors is a group of people chosen by a company's owners to help make big decisions and oversee how the company is run. They act like a team of advisors or managers, making sure the company stays on track and meets its goals. Their choices can influence the company's success and how it grows.
Grant, award, or other acquisition financial
"transaction_code_description: Grant, award, or other acquisition"
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Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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*
Hoogendoorn David
(Last)(First)(Middle)
2555 TELEGRAPH RD.
(Street)
BLOOMFIELD HILLS MICHIGAN 48302
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
PENSKE AUTOMOTIVE GROUP, INC. [ PAG ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
06/03/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Deferred Stock Units (Phantom Stock)(1)06/03/2026A12 (2) (3)Common Stock12(4)1,514D
Explanation of Responses:
1. One for one.
2. These units are exercisable beginning on the reporting person's separation from service from the Company's Board of Directors.
3. Not applicable.
4. Price is not relevant to this transaction.
Remarks:
/s/ Shane M. Spradlin, by power of attorney06/05/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did PAG director David Hoogendoorn report?

David Hoogendoorn reported receiving 12 Deferred Stock Units, a form of phantom stock tied to Penske Automotive Group common shares. This is a compensation-related equity award, not an open-market stock purchase or sale, and increases his deferred stock unit holdings.

How many deferred stock units does David Hoogendoorn hold after this PAG transaction?

After this transaction, David Hoogendoorn holds 1,514 Deferred Stock Units linked to Penske Automotive Group common stock. These units represent deferred equity compensation that tracks the company’s share value rather than immediate ownership of regular common shares.

What are Deferred Stock Units (phantom stock) in the PAG disclosure?

Deferred Stock Units, or phantom stock, are derivative awards that mirror the value of common stock without issuing actual shares immediately. In this case, each unit corresponds one-for-one to Penske Automotive Group common stock, typically settling later, often after service ends.

When do David Hoogendoorn’s PAG deferred stock units become exercisable?

The disclosed Deferred Stock Units become exercisable beginning when David Hoogendoorn separates from service on Penske Automotive Group’s Board of Directors. This means he generally cannot settle or receive underlying shares until his board service ends, aligning incentives with long-term governance.

Did David Hoogendoorn buy or sell PAG common stock in this transaction?

He did not buy or sell common stock on the open market. Instead, he received 12 Deferred Stock Units as a grant, with no cash price involved. These phantom units track PAG’s stock value and are part of his director compensation package.