Penske Automotive (NYSE: PAG) director awarded new deferred stock units

Rhea-AI Filing Summary

SCOTT RAYMOND E reported acquisition or exercise transactions in this Form 4 filing.

Penske Automotive Group director Scott Raymond E received a grant of deferred stock units, described as phantom stock. The award covers 13 deferred stock units, bringing his total direct holdings of these units to 1,501.

Each unit is stated as "one for one" with the company’s stock and is exercisable beginning when he separates from service on the company’s Board of Directors. The price per unit is reported as zero, with a note that price is not relevant to this type of 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

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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^*

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)
03/05/2026

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

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)	03/05/2026		A		13		(2)	(3)	Common Stock	13	(4)	1,501	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	03/09/2026
	** 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).
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FAQ

What did Scott Raymond E acquire in this PAG Form 4 filing?

Scott Raymond E acquired 13 deferred stock units, reported as phantom stock, from Penske Automotive Group. These units increase his direct deferred stock unit holdings to 1,501, reflecting a routine equity-based compensation award rather than an open-market purchase or sale.

How many deferred stock units does Scott Raymond E now hold at PAG?

After this award, Scott Raymond E holds 1,501 deferred stock units in total. The filing shows the grant of 13 new units, which are added to his prior balance, all reported as directly owned deferred or phantom stock units.

When can the PAG deferred stock units reported become exercisable?

The deferred stock units become exercisable when Scott Raymond E separates from service on Penske Automotive Group’s Board of Directors. Until that separation event, the units remain deferred, consistent with typical director compensation structures tied to board service.

What does “one for one” mean for the PAG deferred stock units?

“One for one” means each deferred stock unit is linked to one share of Penske Automotive Group stock. This relationship is disclosed in the footnotes, clarifying how the phantom units correspond economically to the company’s underlying common shares.

Was there a purchase price for the PAG deferred stock units granted?

The filing lists a price per unit of 0.0000 and notes that price is not relevant to this transaction. This indicates the deferred stock units were granted as compensation, not bought in a market transaction for cash consideration.

Is this PAG Form 4 transaction a buy or a grant to the director?

The Form 4 describes the transaction as a grant or award acquisition, not an open-market buy. It uses transaction code A, indicating a compensation-related award of deferred stock units to the director rather than a standard stock purchase.