Penske (PAG) Insider Report: 84 Deferred Units Increase Pierce Holdings to 11,713

Rhea-AI Filing Summary

Penske Automotive Group director Sandra E. Pierce reported the acquisition of 84 deferred stock units (phantom stock) on 09/03/2025, increasing her beneficial ownership to 11,713 common shares. The filing states these deferred stock units vest on a one-for-one basis and become exercisable upon the reporting person’s separation from service as a board member. No cash price is reported because the units are phantom/deferred and price is not applicable. The Form 4 was filed by a single reporting person and signed under power of attorney on 09/05/2025.

Positive

• Disclosure compliance: Form 4 timely reports insider acquisition and updates beneficial ownership to 11,713 shares
• Alignment of interests: Use of deferred stock units ties director compensation to future equity outcomes

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Board director received a routine grant of 84 deferred stock units that vest at separation; limited immediate market impact.

The transaction represents a standard director compensation mechanism where deferred stock units accumulate and convert into common shares upon separation from service. The grant is small relative to total outstanding shares and merely increases reported beneficial ownership to 11,713 shares. For governance, the record shows use of deferred compensation to align long-term interests without immediate dilution. There are no cash considerations or exercised options disclosed.

Securities Analyst

TL;DR: This Form 4 documents a minor, non-cash grant of 84 units to a director; not materially impactful to investors.

From a securities perspective, the filing clarifies timing and nature: units are exercisable upon separation and are convertible one-for-one into common shares. The increase to 11,713 beneficially owned shares is disclosed, but the filing provides no valuation or immediate transfer of marketable securities. This is a routine compliance disclosure under Section 16 rather than a market-moving event.

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
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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^*

Pierce Sandra E.

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

3. Date of Earliest Transaction (Month/Day/Year)
09/03/2025

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)
			Code	V	Amount	(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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Deferred Stock Units (Phantom Stock)	(1)	09/03/2025		A		84		(2)	(3)	Common Stock	84	(4)	11,713	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	09/05/2025
	** 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.

FAQ

What did Sandra E. Pierce acquire according to the PAG Form 4?

She acquired 84 deferred stock units (phantom stock) on 09/03/2025, increasing her beneficial ownership to 11,713 common shares.

When do the deferred stock units become exercisable?

The filing states the units are exercisable beginning upon the reporting person’s separation from service from the company’s Board of Directors.

Was there a purchase price reported for the transaction?

No purchase price is relevant or reported; the Form 4 indicates price is not applicable for this deferred unit grant.

Who filed and signed the Form 4 for Sandra E. Pierce?

The Form 4 was filed by one reporting person and signed by power of attorney by Shane M. Spradlin on 09/05/2025.