STOCK TITAN

Penske Automotive Group (PAG) discloses director award of 1,488 DSUs

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

Rhea-AI Filing Summary

Penske Automotive Group, Inc. disclosed an insider equity award to one of its directors. On 12/16/2025, the director received 1,488 deferred stock units, described as phantom stock, in a derivative securities transaction.

Each deferred stock unit is exchangeable on a one-for-one basis into Penske Automotive common stock and becomes exercisable beginning when the director separates from the company’s Board of Directors. Following this grant, the director beneficially owns 1,488 derivative securities, all held directly.

Positive

  • None.

Negative

  • None.
Insider SCOTT RAYMOND E
Role Director
Type Security Shares Price Value
Grant/Award Deferred Stock Units (Phantom Stock) 1,488 $0.00 --
Holdings After Transaction: Deferred Stock Units (Phantom Stock) — 1,488 shares (Direct)
Footnotes (1)
  1. One for one. These units are exercisable beginning on the reporting person's separation from service from the Company's Board of Directors. Not applicable. Price is not relevant to this transaction.
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*
SCOTT RAYMOND E

(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)
12/16/2025
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) 12/16/2025 A 1,488 (2) (3) Common Stock 1,488 (4) 1,488 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 12/18/2025
** 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 filing?

The filing reports that a Penske Automotive Group director received 1,488 deferred stock units, classified as phantom stock, on 12/16/2025 as a derivative securities transaction.

How many deferred stock units did the Penske Automotive Group director receive?

The director received 1,488 deferred stock units (phantom stock), as shown in Table II of the derivative securities section.

What do the deferred stock units reported by PAG convert into?

According to the explanation of responses, the deferred stock units convert one for one, meaning each unit represents the right to receive one share of Penske Automotive common stock.

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

The filing states that these units are exercisable beginning on the reporting person's separation from service from the Company's Board of Directors.

How many derivative securities does the PAG director own after this transaction?

After the reported transaction, the director beneficially owns 1,488 derivative securities, all reported as held in direct (D) ownership form.

Was a price reported for the PAG deferred stock unit transaction?

No transaction price is used, as the explanation of responses notes that price is not relevant to this transaction for the deferred stock units.