Penske Automotive Group (PAG) director reports 1,488 deferred stock units

Rhea-AI Filing Summary

Penske Automotive Group, Inc. disclosed that one of its directors acquired 1,488 deferred stock units (phantom stock) on December 16, 2025. These derivative securities are linked to Penske common stock on a one-for-one basis and become exercisable when the director separates from service on the company’s Board of Directors. Following this grant, the director beneficially owns 60,087 deferred stock units, held directly.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider MCWATERS KIMBERLY J

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) — 60,087 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.

Form 4 Insider Transactions: What Each Field Means →

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^*

MCWATERS KIMBERLY J

(Last) (First) (Middle)

2555 TELEGRAPH ROAD

(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)	60,087	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 Form 4?

A director of Penske Automotive Group, Inc. reported acquiring 1,488 deferred stock units (phantom stock) in a transaction dated December 16, 2025.

What type of security did the Penske Automotive Group (PAG) director receive?

The director received Deferred Stock Units (Phantom Stock), which are derivative securities linked to Penske common stock on a one-for-one basis.

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

After the reported transaction, the director beneficially owns 60,087 derivative securities in the form of deferred stock units, held directly.

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

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

Was a transaction price reported for the Penske Automotive Group (PAG) deferred stock units?

The explanatory notes state that “Price is not relevant to this transaction” for the reported deferred stock units.