Penske Automotive (PAG) CFO receives time-vested 4,994-share grant

Rhea-AI Filing Summary

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

Penske Automotive Group executive vice president and chief financial officer Michelle Hulgrave received a grant of 4,994 shares of common stock. This award was reported at a price of zero, reflecting a stock grant rather than an open-market purchase.

Following this grant, Hulgrave directly holds 21,816 common shares. The grant vests over time: 15% on June 1, 2027, another 15% on June 1, 2028, 20% on June 1, 2029, and the remaining 50% on June 1, 2030.

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

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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)

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		4,994(1)	A	(2)	21,816	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 the 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:

	/s/ Shane M. Spradlin, by power of attorney	02/27/2026
	** 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).
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 insider transaction did PAG executive Michelle Hulgrave report?

Michelle Hulgrave reported an acquisition of 4,994 shares of Penske Automotive Group common stock. The shares were granted as an award at a stated price of zero, indicating a compensation-related stock grant rather than an open-market purchase.

How many PAG shares does Michelle Hulgrave own after this grant?

After this stock grant, Michelle Hulgrave directly holds 21,816 shares of Penske Automotive Group common stock. This total reflects her updated direct ownership following the award of 4,994 shares reported in the insider transaction.

What is the vesting schedule for Michelle Hulgrave’s 4,994 PAG shares?

The 4,994-share award vests in stages: 15% on June 1, 2027, another 15% on June 1, 2028, 20% on June 1, 2029, and the remaining 50% on June 1, 2030. This creates a long-term, time-based vesting structure.

Was a purchase price paid for Michelle Hulgrave’s new PAG shares?

No cash purchase price was involved for this grant of 4,994 shares. The filing lists a price per share of 0.0000 and notes that price is not relevant, consistent with a stock award granted as part of compensation.

What type of Form 4 transaction code was used for the PAG grant?

The transaction used code “A,” defined as a grant, award, or other acquisition. This indicates the 4,994 Penske Automotive Group shares were received as a stock award, not bought or sold in the open market.