Penske Automotive (PAG) EVP has shares withheld to cover taxes

Rhea-AI Filing Summary

Penske Automotive Group EVP Claude H. Denker III reported a routine tax-withholding transaction. On shares of restricted stock that vested on June 1, 2026, 2,977 shares of common stock were withheld to cover taxes at a price of $170.44 per share. After this non‑market disposition, he continues to hold 30,688 shares directly.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Denker Claude H III

Role EVP - Human Resources

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	2,977	$170.44	$507K

Holdings After Transaction: Common Stock — 30,688 shares (Direct, null)

Footnotes (1)

1. [object Object]

Key Figures

Shares withheld for taxes: 2,977 shares Tax-withholding share price: $170.44 per share Shares owned after transaction: 30,688 shares

3 metrics

Shares withheld for taxes 2,977 shares Restricted stock vesting on June 1, 2026

Tax-withholding share price $170.44 per share Value used for June 1, 2026 withholding

Shares owned after transaction 30,688 shares Direct common stock ownership after tax withholding

Key Terms

restricted stock, tax-withholding disposition, Common Stock

3 terms

restricted stock financial

"shares of restricted stock that vested on June 1, 2026"

Shares granted to an individual that carry limits on transfer or sale until certain conditions are met, such as staying with the company for a set time or hitting performance targets. Think of them as a locked gift that gradually opens; for investors they matter because they affect how many shares may enter the market later, signal management incentives and potential dilution, and reveal confidence in future company performance.

tax-withholding disposition financial

"transaction_action: tax-withholding disposition of common stock"

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

Common Stock financial

"Represents the number of shares of the Issuer's common stock withheld"

Common stock represents ownership shares in a company, giving investors a stake in its success and a say in important decisions through voting rights. It is the most common type of stock traded on markets and can provide income through dividends, as well as potential for value growth. For investors, holding common stock means sharing in the company’s profits and risks.

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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^*

Denker Claude H III

(Last) (First) (Middle)

2555 TELEGRAPH RD.

(Street)

BLOOMFIELD HILLS MICHIGAN 48302

(City) (State) (Zip)

UNITED STATES

(Country)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/01/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	06/01/2026		F		2,977(1)	D	$170.44	30,688	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. Represents the number of shares of the Issuer's common stock withheld for payment of taxes on shares of restricted stock that vested on June 1, 2026.

Remarks:

	/s/ Shane M. Spradlin, by power of attorney	06/03/2026
	** 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.
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.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did PAG executive Claude H. Denker III report?

Claude H. Denker III reported a tax-withholding disposition of 2,977 Penske Automotive common shares. These shares were withheld to pay taxes on restricted stock that vested on June 1, 2026, rather than sold in the open market.

How many Penske Automotive (PAG) shares were withheld for taxes?

A total of 2,977 PAG common shares were withheld for taxes. The shares relate to restricted stock that vested on June 1, 2026, and were applied toward Denker’s tax liability instead of being retained.

At what price were the withheld PAG shares valued in this Form 4?

The 2,977 withheld PAG shares were valued at $170.44 per share. This figure reflects the price used to calculate the tax-withholding disposition on the vested restricted stock reported in the Form 4 filing.

How many Penske Automotive shares does Claude H. Denker III hold after this transaction?

After the tax-withholding transaction, Denker directly holds 30,688 Penske Automotive common shares. This post-transaction balance reflects his remaining ownership following the withholding of shares to satisfy tax obligations on vested restricted stock.

Was the PAG Form 4 transaction an open-market sale by the executive?

No, the PAG Form 4 does not report an open-market sale. The 2,977 shares were withheld by the issuer to cover taxes on vested restricted stock, a common administrative transaction rather than a discretionary market trade by the executive.