Director Greg C. Smith receives 190 deferred stock units at Penske (NYSE: PAG)

Rhea-AI Filing Summary

SMITH GREG C reported acquisition or exercise transactions in this Form 4 filing.

Penske Automotive Group director Greg C. Smith received an award of 190 Deferred Stock Units (phantom stock) on March 5, 2026. The units were granted at a price of $0.0000 per unit and increase his directly held deferred stock units to 21,530.

Each unit is exchangeable on a one-for-one basis for Penske Automotive Group common stock. The units become exercisable when Smith separates from service from the company’s Board of Directors, so this is a non-cash, deferred equity compensation grant.

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^*

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)
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		190		(2)	(3)	Common Stock	190	(4)	21,530	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.

FAQ

What did Greg C. Smith report in this Form 4 for PAG?

Greg C. Smith reported receiving 190 Deferred Stock Units (phantom stock) from Penske Automotive Group. These units are a form of deferred equity compensation and increase his total directly held deferred stock units to 21,530 after the award.

Is the Form 4 transaction for PAG a stock purchase or sale?

The Form 4 for Penske Automotive Group reports an acquisition through a grant, not a market purchase or sale. Smith received 190 Deferred Stock Units at a stated price of $0.0000 per unit as part of his director compensation program.

When can Greg C. Smith’s PAG Deferred Stock Units be exercised?

The Deferred Stock Units become exercisable when Greg C. Smith separates from service from Penske Automotive Group’s Board of Directors. Until that separation, the units remain deferred and are not converted into shares of common stock.

What does one-for-one mean for PAG’s Deferred Stock Units?

The footnotes state the PAG Deferred Stock Units are "one for one," meaning each unit corresponds to one share of common stock upon settlement. This clarifies the direct conversion ratio between phantom units and actual shares at exercise.

How many PAG Deferred Stock Units does Greg C. Smith hold after this grant?

After receiving the grant of 190 Deferred Stock Units, Greg C. Smith holds 21,530 Deferred Stock Units directly. This total reflects all deferred units reportable for him following the March 5, 2026 award transaction.