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Penske Automotive (NYSE: PAG) director awarded new deferred stock unit grant

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

Rhea-AI Filing Summary

Penske Automotive Group director Sandra E. Pierce received a grant of 98 Deferred Stock Units (phantom stock) tied to the company’s common stock. The units carry no cash purchase price and convert one-for-one into common shares.

These deferred units become exercisable when she separates from service on the Board of Directors. Following this award, Pierce holds a total of 12,017 deferred stock units directly.

Positive

  • None.

Negative

  • None.
Insider Pierce Sandra E.
Role null
Type Security Shares Price Value
Grant/Award Deferred Stock Units (Phantom Stock) 98 $0.00 --
Holdings After Transaction: Deferred Stock Units (Phantom Stock) — 12,017 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 98 units Grant of Deferred Stock Units to director on 2026-06-03
Deferred units after transaction 12,017 units Total Deferred Stock Units held directly after award
Transaction price per unit $0.0000 No cash price; compensation grant
Underlying common shares 98 shares Each unit converts one-for-one into common stock
Deferred Stock Units (Phantom Stock) financial
"security_title: Deferred Stock Units (Phantom Stock)"
phantom stock financial
"Deferred Stock Units (Phantom Stock)"
A phantom stock is a form of compensation that gives employees or executives the benefits of stock ownership, such as the increase in stock value, without actually giving them real shares. It acts like a promise to pay the employee the equivalent value of company stock later, often as a bonus or incentive. This allows companies to motivate and reward staff without diluting ownership or transferring actual shares.
separation from service financial
"exercisable beginning on the reporting person's separation from service"
underlying security financial
"underlying_security_title: Common Stock"
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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*
Pierce Sandra E.
(Last)(First)(Middle)
2555 TELEGRAPH ROAD
(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)06/03/2026A98 (2) (3)Common Stock98(4)12,017D
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 Sandra E. Pierce report?

Sandra E. Pierce reported receiving 98 Deferred Stock Units as compensation. These are phantom stock units linked one-for-one to Penske Automotive Group common shares and become exercisable when she leaves the Board of Directors, rather than being purchased on the open market.

How many deferred stock units does Sandra E. Pierce hold in PAG after this transaction?

After the new grant, Sandra E. Pierce holds 12,017 Deferred Stock Units. This total reflects her direct position in phantom stock units linked to Penske Automotive Group common shares, incorporating the additional 98 units awarded on the reported transaction date.

What are Deferred Stock Units (Phantom Stock) at Penske Automotive Group (PAG)?

Deferred Stock Units at Penske Automotive Group are phantom stock awards that mirror common shares one-for-one. They typically represent deferred director compensation, have no cash purchase price, and are settled in common stock when specific conditions, such as board service separation, are met.

When can Sandra E. Pierce exercise her PAG deferred stock units?

Sandra E. Pierce’s deferred stock units become exercisable when she separates from service on Penske Automotive Group’s Board. At that time, each phantom unit converts one-for-one into common stock, aligning her long-term compensation with shareholder interests over her board tenure.

Did Sandra E. Pierce buy or sell PAG shares in the market?

The reported activity is a grant of 98 Deferred Stock Units, not a market trade. She did not buy or sell common shares for cash; instead, she received additional phantom stock units as compensation that will later convert into Penske Automotive Group common stock.