Penske Automotive (PAG) EVP receives 4,994-share stock award with vesting

Rhea-AI Filing Summary

Denker Claude H III reported acquisition or exercise transactions in this Form 4 filing.

Penske Automotive Group executive Claude H. Denker III received a stock award of 4,994 shares of common stock. The grant was reported as a non-cash award with a price per share of $0.0000, increasing his directly owned holdings to 33,667 shares.

The award vests over time: fifteen percent of the shares vest on June 1, 2027, another fifteen percent on June 1, 2028, twenty percent on June 1, 2029, and the remaining fifty percent on June 1, 2030. This structure ties a portion of his compensation to the company’s long-term performance and continued service.

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^*

Denker Claude H III

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP - Human Resources

3. Date of Earliest Transaction (Month/Day/Year)
02/25/2026

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
Common Stock	02/25/2026		A		4,994(1)	A	(2)	33,667	D

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

Explanation of Responses:

1. Fifteen percent of the shares vest on June 1, 2027, fifteen percent of these shares vest on June 1, 2028, twenty percent of the shares vest on June 1, 2029, and fifty percent of the shares vest on June 1, 2030.

2. Price is not relevant to this transaction.

Remarks:

	/s/ Shane M. Spradlin, by power of attorney	02/27/2026
	** 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.
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FAQ

What did Penske Automotive (PAG) executive Claude H. Denker III report on this Form 4?

Claude H. Denker III reported receiving an award of 4,994 shares of Penske Automotive common stock. The award is a non-cash grant, increasing his directly owned holdings to 33,667 shares after the transaction.

How many Penske Automotive (PAG) shares were granted to Claude H. Denker III?

He was granted 4,994 shares of Penske Automotive common stock. These shares are part of an equity award that vests over several future dates and increased his directly owned position to a total of 33,667 shares.

At what price were the Penske Automotive (PAG) shares awarded to Claude H. Denker III?

The reported price per share for the award was $0.0000, indicating a non-cash grant. This reflects a compensatory stock award rather than an open-market purchase, consistent with typical executive equity compensation practices.

What is the vesting schedule for Claude H. Denker III’s Penske Automotive (PAG) stock award?

The 4,994-share award vests over four dates: fifteen percent on June 1, 2027, fifteen percent on June 1, 2028, twenty percent on June 1, 2029, and fifty percent on June 1, 2030, aligning the award with long-term retention.

How many Penske Automotive (PAG) shares does Claude H. Denker III own after this Form 4 transaction?

Following the award, Claude H. Denker III directly owns 33,667 shares of Penske Automotive common stock. This total includes the newly granted 4,994 shares, which will become available over time as they vest according to the stated schedule.