Penske Automotive Director Receives 415 Phantom Shares; Reports 58,100 Holdings

Rhea-AI Filing Summary

Kimberly J. McWaters, a director of Penske Automotive Group (PAG), received 415 deferred stock units ("phantom stock") on 09/03/2025. These units convert one-for-one into common shares and become exercisable only upon her separation from the company's board. After this grant, McWaters' reported direct beneficial ownership of PAG common stock is 58,100 shares. The filing was signed by a power of attorney on 09/05/2025.

Positive

• Director alignment: Grant of 415 deferred stock units aligns director compensation with shareholder outcomes by converting to common stock one-for-one on separation.
• Transparency: Form 4 timely discloses the award and reports the director's total direct beneficial ownership of 58,100 shares.

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: A routine director compensation grant that vests on separation and modestly increases direct reported ownership.

This Form 4 documents a standard deferred stock unit award to a sitting director, structured to convert one-for-one into common shares upon separation from the board. Such grants are common in director compensation programs to align long-term interests with shareholders while deferring current share issuance. The post-grant reported ownership of 58,100 shares provides context on the director's stake but does not indicate immediate dilution since conversion is contingent on separation.

Securities Analyst

TL;DR: Non-cash deferred award; no immediate open-market activity or cash consideration disclosed.

The transaction code indicates an acquisition of 415 deferred stock units on 09/03/2025 with no price reported, consistent with phantom stock grants. There is no sale, purchase from the market, or exercise triggering a change in outstanding common shares today. For investors, this is a disclosure of insider compensation rather than a market-moving 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
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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^*

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)
09/03/2025

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)	09/03/2025		A		415		(2)	(3)	Common Stock	415	(4)	58,100	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	09/05/2025
	** 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 did Kimberly J. McWaters report on the Form 4 for PAG?

The filing reports the acquisition of 415 deferred stock units on 09/03/2025, exercisable one-for-one into common stock upon separation from the board.

Does the Form 4 show any open-market purchases or sales by the insider?

No. The Form 4 documents a compensation grant (deferred stock units) and does not report any open-market purchase or sale.

How many shares does the reporting person beneficially own after the transaction?

The reporting person is shown as beneficially owning 58,100 shares following the reported transaction.

When do the deferred stock units become exercisable?

The units become exercisable beginning on the reporting person's separation from service from the Company's Board of Directors.

Was a price disclosed for this transaction?

No. The filing states that price is not relevant for this deferred stock unit grant.