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  4. [Form 4] PENSKE AUTOMOTIVE GROUP, INC. Insider Trading Activity

Penske Automotive (PAG) director granted 12 deferred stock units as board pay

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Penske Automotive Group director Scott Raymond E received a grant of 12 Deferred Stock Units (phantom stock) tied to Penske Automotive common stock. Each unit converts one-for-one into common shares and becomes exercisable when he separates from the company’s Board of Directors.

Following this compensation-related award, he holds a total of 1,514 Deferred Stock Units. The units carry no exercise price and the filing notes that price is not relevant to this transaction, underscoring that this is a non-cash, equity-based director compensation grant rather than a market purchase or sale.

Positive

  • None.

Negative

  • None.
Insider SCOTT RAYMOND E
Role Director
Type Security Shares Price Value
Grant/Award Deferred Stock Units (Phantom Stock) 12 $0.00 $0.00
Holdings After Transaction: Deferred Stock Units (Phantom Stock) — 1,514 shares (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.
Deferred Stock Units granted 12 units Grant of Deferred Stock Units to director on 2026-06-03
Deferred Stock Units after grant 1,514 units Total Deferred Stock Units held following the transaction
Exercise price $0.0000 per unit Price not relevant to this non-cash compensation transaction
Deferred Stock Units (Phantom Stock) financial
"security_title: Deferred Stock Units (Phantom Stock)"
one-for-one financial
"One for one."
exercisable beginning on the reporting person's separation from service financial
"These units are exercisable beginning on the reporting person's separation from service"

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FAQ

What insider transaction did Penske Automotive Group (PAG) report for Scott Raymond E?
Penske Automotive Group reported that director Scott Raymond E received 12 Deferred Stock Units as a compensation-related grant. These phantom stock units are linked to PAG common shares and increase his total deferred units to 1,514, with no cash changing hands in this transaction.

What are the key terms of the Deferred Stock Units granted at Penske Automotive Group (PAG)?
The grant consists of 12 Deferred Stock Units, each converting one-for-one into Penske Automotive common stock. The units have no exercise price and the filing states that price is not relevant, confirming they function as non-cash, equity-based director compensation instead of a traditional stock option.

When can Scott Raymond E’s Penske Automotive (PAG) Deferred Stock Units be exercised?
The Deferred Stock Units become exercisable when Scott Raymond E separates from service on Penske Automotive’s Board of Directors. Until that separation date, they remain deferred, meaning he cannot convert them into common stock, aligning the timing of value realization with his board tenure.

How many Deferred Stock Units does Scott Raymond E hold after this Penske Automotive (PAG) filing?
After receiving the 12-unit grant, Scott Raymond E holds 1,514 Deferred Stock Units in total. Each unit represents a right to receive one share of Penske Automotive common stock upon separation from the Board, providing long-term equity-linked compensation rather than immediate share ownership.

Does the Penske Automotive (PAG) Form 4 show any stock market purchases or sales by Scott Raymond E?
The Form 4 shows no open-market purchases or sales. It reports only a grant of 12 Deferred Stock Units with no exercise price. These awards are compensation-related derivative securities rather than market trades, so they do not represent buying or selling PAG shares in the open market.
SEC Form 4
FORM 4UNITED 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*
SCOTT RAYMOND E
(Last)(First)(Middle)
2555 TELEGRAPH RD.
(Street)
BLOOMFIELD HILLS MICHIGAN 48302
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
PENSKE AUTOMOTIVE GROUP, INC. [ PAG ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
06/03/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Deferred Stock Units (Phantom Stock)(1)06/03/2026A12 (2) (3)Common Stock12(4)1,514D
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 attorney06/05/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR