Penske director gets 105 deferred stock units

Pierce Sandra E. reported acquisition or exercise transactions in this Form 4 filing.

Accepted by SEC EDGAR 03/09/2026 - 07:58 AM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

Pierce Sandra E. reported acquisition or exercise transactions in this Form 4 filing.

Penske Automotive Group director Sandra E. Pierce received a grant of 105 Deferred Stock Units (phantom stock) on March 5, 2026 as a stock-based award. Each unit is described as convertible on a one-for-one basis into company stock.

These deferred stock units become exercisable when Pierce separates from service on the company’s Board of Directors, so they function as long-term compensation rather than an immediate share issuance. After this grant, she holds a total of 11,919 deferred stock units directly.

Insider Trade Summary

Grant/Award: 105 shares

Grant/Award 1 txn

Insider Pierce Sandra E.

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Deferred Stock Units (Phantom Stock)	105	$0.00	$0.00

Holdings After Transaction: Deferred Stock Units (Phantom Stock) — 11,919 contracts (Direct)

Footnotes (4)

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

FAQ

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What insider transaction did PAG disclose for Sandra E. Pierce?

Penske Automotive Group (PAG) disclosed that director Sandra E. Pierce was granted 105 Deferred Stock Units (phantom stock). These units are a stock-based award, increasing her deferred stock unit holdings to a total of 11,919 units following the reported transaction.

What are the key details of Sandra E. Pierce’s deferred stock unit grant at PAG?

Director Sandra E. Pierce received 105 Deferred Stock Units at Penske Automotive Group. The units were granted at a stated price of 0.0000 per unit and raise her total deferred stock unit balance to 11,919 units held directly after the award.

When do Sandra E. Pierce’s PAG deferred stock units become exercisable?

The filing states these Deferred Stock Units are exercisable beginning on Pierce’s separation from service from Penske Automotive Group’s Board of Directors. This means they are designed as long-term compensation, usable only after she leaves board service.

How are Sandra E. Pierce’s PAG deferred stock units structured?

According to a footnote, the Deferred Stock Units have a one-for-one structure. Each unit is intended to correspond to one share equivalent of Penske Automotive Group stock, providing equity-linked compensation rather than immediate cash or tradable shares.

How many PAG deferred stock units does Sandra E. Pierce hold after this Form 4?

After the reported grant of 105 Deferred Stock Units, Sandra E. Pierce directly holds 11,919 deferred stock units at Penske Automotive Group. This total reflects her position in these phantom stock-based awards following the March 5, 2026 transaction.

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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^*

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)
03/05/2026

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

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)	03/05/2026		A		105		(2)	(3)	Common Stock	105	(4)	11,919	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	03/09/2026
	** 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.