Penske Automotive (NYSE: PAG) reports director grant of 187 deferred stock units

Rhea-AI Filing Summary

Penske Automotive Group reported a routine director equity award. A board member acquired 187 deferred stock units (phantom stock) on 12/02/2025, recorded as an "A" (acquired) transaction. Each unit represents one share of common stock on a one-for-one basis.

After this grant, the director beneficially owns 21,937 deferred stock units, held directly. These units become exercisable only when the director separates from service on the company’s board, and no cash price is associated with this transaction. This reflects ongoing non-cash equity compensation rather than an open-market stock purchase or sale.

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^*

Duerheimer Wolfgang

(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)
12/02/2025

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)	12/02/2025		A		187		(2)	(3)	Common Stock	187	(4)	21,937	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	12/04/2025
	** 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 insider transaction did Penske Automotive Group (PAG) report in this Form 4?

Penske Automotive Group reported that a director acquired 187 deferred stock units (phantom stock) on 12/02/2025, classified as an acquired transaction in Table II.

How many Penske Automotive Group (PAG) deferred stock units does the director now hold?

Following the reported transaction, the director beneficially owns 21,937 deferred stock units related to Penske Automotive Group common stock, held in a direct capacity.

What are deferred stock units (phantom stock) in the Penske Automotive Group (PAG) filing?

The filing describes deferred stock units as one-for-one equivalents of Penske Automotive Group common stock, meaning each unit corresponds to one share, but is settled in the future rather than as immediate stock.

When do the Penske Automotive Group (PAG) deferred stock units become exercisable?

The filing states that the deferred stock units are exercisable beginning on the reporting person's separation from service on Penske Automotive Group’s Board of Directors.

Was any purchase price paid for the Penske Automotive Group (PAG) deferred stock units?

No. The filing notes that price is not relevant to this transaction, indicating the units are part of non-cash director compensation rather than stock bought in the market.

Is the reporting person a major shareholder or an officer of Penske Automotive Group (PAG)?

The form identifies the reporting person’s relationship to Penske Automotive Group as a Director and does not check the boxes for 10% owner or Officer.