Penske Automotive (PAG) Director Granted 178 Deferred Units; Ownership Now 24,900

Rhea-AI Filing Summary

Penske Automotive Group director Lisa Ann Davis received 178 deferred stock units on 09/03/2025, recorded on a Form 4 filing for symbol PAG. These units are one-for-one units representing common stock and become exercisable only upon the reporting person's separation from service on the company's Board of Directors. The reported transaction increases Ms. Davis's direct beneficial ownership to 24,900 shares. No cash price is applicable to the grant. The Form 4 was signed by power of attorney on 09/05/2025.

Positive

• Director received 178 deferred stock units, showing compensation alignment with equity
• Beneficial ownership reported as 24,900 shares (direct), providing transparency under Section 16

Negative

• None.

Insights

Securities Analyst

TL;DR: Routine director deferred compensation grant; modest change in reported holdings, no purchase price disclosed.

The filing documents a non-derivative award of 178 deferred stock units to a sitting director, with units payable one-for-one in common stock and exercisable only after separation from service. The transaction is recorded as an acquisition (code A) and increases direct beneficial ownership to 24,900 shares. No cash consideration or exercise price applies, indicating this is a deferred compensation vehicle rather than an open-market purchase. For investors, this is a routine governance and compensation disclosure with no immediate dilutive effect disclosed in this form.

Corporate Governance Expert

TL;DR: Standard director deferred-stock award tied to board service; disclosure meets Section 16 reporting norms.

The Form 4 shows the company granted deferred stock units as part of director compensation, with clear vesting condition linked to separation from service. The report lists 178 units and clarifies one-for-one conversion to common stock, plus the resulting direct beneficial ownership of 24,900 shares. The use of a power of attorney signature is noted and acceptable for timely filing. This is a routine governance disclosure without material corporate-control implications based solely on the provided facts.

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^*

Davis Lisa Ann

(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		178		(2)	(3)	Common Stock	178	(4)	24,900	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 Lisa Ann Davis report on the Form 4 for PAG?

The Form 4 reports the acquisition of 178 deferred stock units on 09/03/2025, increasing her direct beneficial ownership to 24,900 shares.

When do the deferred stock units become exercisable?

The units are exercisable beginning on the reporting person's separation from service from the company's Board of Directors.

Was there a purchase price disclosed for the reported transaction?

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

Who signed the Form 4 and when was it filed?

The Form 4 was signed by Shane M. Spradlin, by power of attorney on 09/05/2025.

What is the relationship of the reporting person to PAG?

The reporting person, Lisa Ann Davis, is reported as a Director of Penske Automotive Group.