Penske Automotive director gets 1,488 deferred stock units

Q: What insider transaction did PAG report in this Form 4?

The filing reports that a Penske Automotive Group, Inc. (PAG) director, as the reporting person, acquired 1,488 deferred stock units (phantom stock) on December 16, 2025. These are reported as derivative securities linked to the company’s common stock.

Q: What type of security did the PAG director receive?

The reporting person received Deferred Stock Units (Phantom Stock), which are classified as derivative securities. Each deferred stock unit is tied to Penske Automotive Group common stock as the underlying security.

Q: How many shares of PAG common stock underlie the deferred stock units?

The deferred stock units are linked to 1,488 shares of common stock. The filing notes that the title and amount of the securities underlying the derivative security are Common Stock, 1,488 shares.

Q: When do the PAG deferred stock units become exercisable?

According to the explanation of responses, the units are exercisable beginning on the reporting person's separation from service from the Company's Board of Directors. This means they become exercisable when the director leaves board service.

Q: What is the conversion ratio and price treatment for these PAG deferred stock units?

The filing states "One for one", meaning each deferred stock unit converts into one share of common stock. It also notes that price is not relevant to this transaction for these units.

Penske Automotive Group, Inc. reported that a director, as the reporting person, acquired 1,488 deferred stock units (phantom stock) on December 16, 2025.

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Rhea-AI Filing Summary

Penske Automotive Group, Inc. reported that a director, as the reporting person, acquired 1,488 deferred stock units (phantom stock) on December 16, 2025. The transaction is classified as an acquisition of derivative securities, with each unit tied to the company’s common stock.

The deferred stock units become exercisable when the reporting person separates from service on the company’s Board of Directors. The filing explains that the units convert on a one-for-one basis into common stock and states that price is not relevant to this transaction.

Insider Trade Summary

Grant/Award: 1,488 shares

Grant/Award 1 txn

Insider Hoogendoorn David

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Deferred Stock Units (Phantom Stock)	1,488	$0.00	$0.00

Holdings After Transaction: Deferred Stock Units (Phantom Stock) — 1,488 contracts (Direct)

Footnotes (4)

F1. One for one.
F2. These units are exercisable beginning on the reporting person's separation from service from the Company's Board of Directors.
F3. Not applicable.
F4. Price is not relevant to this transaction.

FAQ

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What insider transaction did PAG report in this Form 4?

The filing reports that a Penske Automotive Group, Inc. (PAG) director, as the reporting person, acquired 1,488 deferred stock units (phantom stock) on December 16, 2025. These are reported as derivative securities linked to the company’s common stock.

What type of security did the PAG director receive?

The reporting person received Deferred Stock Units (Phantom Stock), which are classified as derivative securities. Each deferred stock unit is tied to Penske Automotive Group common stock as the underlying security.

How many shares of PAG common stock underlie the deferred stock units?

The deferred stock units are linked to 1,488 shares of common stock. The filing notes that the title and amount of the securities underlying the derivative security are Common Stock, 1,488 shares.

When do the PAG deferred stock units become exercisable?

According to the explanation of responses, the units are exercisable beginning on the reporting person's separation from service from the Company's Board of Directors. This means they become exercisable when the director leaves board service.

What is the conversion ratio and price treatment for these PAG deferred stock units?

The filing states "One for one", meaning each deferred stock unit converts into one share of common stock. It also notes that price is not relevant to this transaction for these units.

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Accepted by SEC EDGAR 12/18/2025 - 04:06 PM

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^*

Hoogendoorn David

(Last)

(First)

(Middle)

2555 TELEGRAPH RD.

(Street)

BLOOMFIELD HILLS

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	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/16/2025

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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Deferred Stock Units (Phantom Stock)	⁽¹⁾	12/16/2025		A		1,488		⁽²⁾	⁽³⁾	Common Stock	1,488	⁽⁴⁾	1,488	D

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 attorney	12/18/2025
	** 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.

Source: View Original Filing on SEC EDGAR