[Form 4] Penske Automotive Group, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Greg C. Smith, a director of Penske Automotive Group, Inc. (PAG), received 151 deferred stock units on 09/03/2025 as reported on Form 4. The units are structured as deferred (phantom) stock and correspond one-for-one to 151 shares of common stock. These units become exercisable upon the reporting person's separation from service on the company's board. Following this grant, the reporting person beneficially owns 21,159 shares directly. The filing notes price is not relevant to the transaction and the Form 4 was executed by power of attorney on 09/05/2025.

Insights

Corporate Governance Expert

TL;DR: Routine director deferred-compensation grant that aligns long-term interests without immediate dilution.

This Form 4 documents a standard grant of deferred stock units to a board member. Because the units are deferred and exercisable only upon separation from service, they function as long-term retention compensation rather than an immediate equity issuance. The one-for-one structure to common shares is straightforward and the reported direct beneficial ownership of 21,159 shares provides context for the director's stake. There is no cash purchase or option exercise reported, and the filing states price is not relevant, consistent with phantom-unit grants. From a governance standpoint, this is a routine disclosure with limited immediate material impact on shareholders.

Compensation Analyst

TL;DR: Typical deferred-equity award for a director; primarily a retention and alignment tool, not a current liquidity event.

The grant of 151 deferred stock units increases the director's future payout tied to common shares but does not change outstanding shares today. Such awards are commonly used to align director incentives with shareholder value over time and upon departure. The filing provides the key mechanics: one-for-one conversion to common stock and exercisability only after separation from service. There are no exercise prices, cash payments, or immediate share issuances disclosed, so the transaction should be considered routine compensation administration 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

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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)
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		151		(2)	(3)	Common Stock	151	(4)	21,159	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 Greg C. Smith report on the Form 4 for PAG?

He reported receipt of 151 deferred stock units on 09/03/2025, corresponding one-for-one to 151 shares of common stock.

When do the deferred stock units become exercisable?

The units become exercisable upon the reporting person’s separation from service as a member of the company's Board of Directors.

How many PAG shares does Greg C. Smith beneficially own after the transaction?

21,159 shares are reported as beneficially owned following the reported transaction.

Does the Form 4 show any cash paid or exercise price for the units?

No. The filing states that price is not relevant to this transaction.

Who signed the Form 4 filing and when was it executed?

The form was executed by power of attorney by Shane M. Spradlin on 09/05/2025.