Penske Automotive (PAG) director reports acquisition of 182 deferred stock units

Rhea-AI Filing Summary

Penske Automotive Group (PAG) director reports grant of deferred stock units on 12/02/2025. The filing shows an acquisition of 182 deferred stock units, which are described as phantom stock that converts to common shares on a one-for-one basis. These units are linked to the director’s service on the company’s Board of Directors and become exercisable when the director separates from board service.

After this grant, the director beneficially owns 21,340 deferred stock units, held in direct ownership form. The filing notes that price is not relevant for this transaction, reflecting the compensatory nature of the award rather than an open-market purchase or sale.

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^*

SMITH GREG C

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
12/02/2025

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)	12/02/2025		A		182		(2)	(3)	Common Stock	182	(4)	21,340	D

Explanation of Responses:

1. One for one.

2. These units are exercisable beginning on the reporting person's separation from service to 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	12/04/2025
	** 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 insider transaction did Penske Automotive Group (PAG) report on this Form 4?

The Form 4 reports that a director of Penske Automotive Group acquired 182 deferred stock units (phantom stock) on 12/02/2025 as part of board-related compensation.

How many Penske Automotive Group (PAG) deferred stock units does the director own after this transaction?

Following the reported transaction, the director beneficially owns 21,340 deferred stock units of Penske Automotive Group in direct ownership.

What are the key terms of the Penske Automotive Group (PAG) deferred stock units in this filing?

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

Does this Penske Automotive Group (PAG) Form 4 involve derivative securities?

Yes. The filing lists deferred stock units (phantom stock) as derivative securities. The transaction code shows an acquisition of 182 such units, each tied to one share of common stock.

What is the relationship of the reporting person to Penske Automotive Group (PAG)?

The reporting person is identified as a Director of Penske Automotive Group, as indicated in the relationship section of the filing.

When do the Penske Automotive Group (PAG) deferred stock units reported here become exercisable?

The filing explains that these deferred stock units are exercisable beginning on the reporting person’s separation from service on Penske Automotive Group’s Board of Directors.