Penske director granted 80 deferred stock units

Director Sandra E. Pierce received a 80-unit phantom stock grant tied one-for-one to PAG common stock, vesting at Board service separation.

Rhea-AI Filing Summary

PENSKE AUTOMOTIVE GROUP, INC. (symbol: PAG) is the issuer of record for a Form 4 filing submitted to the SEC. Pierce Sandra E. reported acquisition or exercise transactions in this Form 4 filing.

PENSKE AUTOMOTIVE GROUP, INC. (PAG) reported that director Sandra E. Pierce received a grant of 80 Deferred Stock Units (Phantom Stock) on September 1, 2026. Each unit is equivalent on a one-for-one basis to one share of Common Stock and becomes exercisable upon her separation from service from the Board of Directors. Following this grant, she holds 12,097 Deferred Stock Units directly. No Rule 10b5-1 trading plan is reported for this award.

Insider Trade Summary

Grant/Award: 80 shares

Grant/Award 1 txn

Insider Pierce Sandra E.

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Deferred Stock Units (Phantom Stock) F1, F4, F2, F3	80	--	--

Holdings After Transaction: Deferred Stock Units (Phantom Stock) — 12,097 contracts (Direct)

Footnotes (4)

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

Key Figures

Deferred Stock Units granted: 80 units Deferred Stock Units following transaction: 12,097 units Underlying Common Stock per unit: 1 share per unit +1 more

4 metrics

Deferred Stock Units granted 80 units Grant to director Sandra E. Pierce on September 1, 2026

Deferred Stock Units following transaction 12,097 units Total phantom stock units held directly after the grant

Underlying Common Stock per unit 1 share per unit One-for-one equivalence between each Deferred Stock Unit and PAG common stock

Underlying shares for this grant 80 shares Common stock underlying the 80 Deferred Stock Units granted

Key Terms

Deferred Stock Units (Phantom Stock), Common Stock, separation from service, Rule 10b5-1 trading plan

4 terms

Deferred Stock Units (Phantom Stock) financial

"reported that director Sandra E. Pierce received a grant of 80 Deferred Stock Units (Phantom Stock)"

Common Stock financial

"Each unit is equivalent on a one-for-one basis to one share of Common Stock"

Common stock represents ownership shares in a company, giving investors a stake in its success and a say in important decisions through voting rights. It is the most common type of stock traded on markets and can provide income through dividends, as well as potential for value growth. For investors, holding common stock means sharing in the company’s profits and risks.

separation from service financial

"These units are exercisable beginning on the reporting person's separation from service"

Rule 10b5-1 trading plan regulatory

"No Rule 10b5-1 trading plan is reported for this award"

A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

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

Sandra E. Pierce received a grant of 80 Deferred Stock Units (Phantom Stock) on September 1, 2026. These units are tied one-for-one to PAG common stock and become exercisable when she separates from service on the Board of Directors.

How many Deferred Stock Units does Sandra E. Pierce hold after this PAG transaction?

After the September 1, 2026 grant, Sandra E. Pierce directly holds 12,097 Deferred Stock Units (Phantom Stock) linked to PAG common stock. This total includes the newly granted 80 units reported in this Form 4.

What does the 80-unit phantom stock grant at PAG represent economically?

The 80 Deferred Stock Units granted to Sandra E. Pierce each represent the economic equivalent of one share of PAG common stock. In total, the award corresponds to 80 underlying common shares, payable according to the plan’s terms when she leaves Board service.

When can Sandra E. Pierce’s PAG Deferred Stock Units be exercised?

The Deferred Stock Units reported for Sandra E. Pierce are exercisable beginning on her separation from service from Penske Automotive Group’s Board of Directors. Until that separation, the units remain outstanding but unexercised under the plan.

Was the PAG phantom stock grant to Sandra E. Pierce made under a Rule 10b5-1 plan?

No. The filing indicates that no Rule 10b5-1 trading plan is reported in connection with this September 1, 2026 grant of Deferred Stock Units to director Sandra E. Pierce.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/03/2026 - 04:26 PM EDT Accepted by SEC EDGAR 09/03/2026 - 04:15 PM EDT Learn about SEC filing dates

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 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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
09/01/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form 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)
			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)	09/01/2026		A		80		(2)	(3)	Common Stock	80	(4)	12,097	D

Explanation of Responses:

1. One for one.

2. These units are exercisable beginning on the reporting person's separation from service to 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	09/03/2026
	** 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.
* Form 4: SEC 1474 (03-26)