Penske Automotive (PAG) director Greg C. Smith awarded 178 deferred units

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

SMITH GREG C reported acquisition or exercise transactions in this Form 4 filing.

Penske Automotive Group director Greg C. Smith received a grant of deferred stock units under the company’s compensation program. On this date, he was awarded 178 Deferred Stock Units (Phantom Stock), each representing one share of common stock on a one-for-one basis.

The units were granted at no cash cost to Smith and are linked to Penske Automotive common stock. According to the disclosure, these units become exercisable when he separates from service on the company’s Board of Directors. Following this grant, Smith now holds a total of 21,708 deferred stock units tied to Penske Automotive common stock.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider SMITH GREG C

Role null

Type	Security	Shares	Price	Value
Grant/Award	Deferred Stock Units (Phantom Stock)	178	$0.00	--

Holdings After Transaction: Deferred Stock Units (Phantom Stock) — 21,708 shares (Direct, null)

Footnotes (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.

Key Figures

Deferred stock units granted: 178 units Total deferred stock units after grant: 21,708 units Grant price per unit: $0.00 +1 more

4 metrics

Deferred stock units granted 178 units Grant of Deferred Stock Units (Phantom Stock) on reported date

Total deferred stock units after grant 21,708 units Holdings following transaction for Greg C. Smith

Grant price per unit $0.00 Price noted as not relevant to this compensation grant

Underlying common stock ratio 1:1 Each deferred stock unit represents one share of common stock

Key Terms

Deferred Stock Units (Phantom Stock), Common Stock, separation from service, Board of Directors

4 terms

Deferred Stock Units (Phantom Stock) financial

"security_title: Deferred Stock Units (Phantom Stock)"

Common Stock financial

"underlying_security_title: Common Stock"

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.

separation from service financial

"These units are exercisable beginning on the reporting person's separation from service from the Company's Board of Directors."

Board of Directors financial

"separation from service from the Company's Board of Directors."

The Board of Directors is a group of people chosen by a company's owners to help make big decisions and oversee how the company is run. They act like a team of advisors or managers, making sure the company stays on track and meets its goals. Their choices can influence the company's success and how it grows.

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Form 4 Insider Transactions: What Each Field Means →

06/05/2026 - 09:00 AM

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^*

SMITH GREG C

(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)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/03/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Deferred Stock Units (Phantom Stock)	⁽¹⁾	06/03/2026		A		178		⁽²⁾	⁽³⁾	Common Stock	178	⁽⁴⁾	21,708	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	06/05/2026
	** 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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did Penske Automotive Group (PAG) report for Greg C. Smith?

Penske Automotive Group reported that director Greg C. Smith received 178 Deferred Stock Units (Phantom Stock) as a grant. These units are part of his compensation and are linked one-for-one to Penske Automotive common stock, settling in shares after he leaves the board.

How many deferred stock units does Greg C. Smith hold in Penske Automotive (PAG) after this Form 4?

After the reported transaction, Greg C. Smith holds a total of 21,708 Deferred Stock Units tied to Penske Automotive common stock. This reflects the addition of 178 new units granted as director compensation on top of his existing deferred stock unit holdings.

At what price were the Penske Automotive (PAG) deferred stock units granted to Greg C. Smith?

The 178 Deferred Stock Units granted to Greg C. Smith were issued at a stated price of $0.00 per unit. A footnote clarifies that price is not relevant to this transaction because it represents a compensation award rather than an open-market stock purchase.

When can Greg C. Smith access his Penske Automotive (PAG) deferred stock units?

The deferred stock units become exercisable when Greg C. Smith separates from service on Penske Automotive’s Board of Directors. At that time, each unit converts one-for-one into common stock, providing share-based compensation rather than immediate cash or current voting rights.

What does ‘Deferred Stock Units (Phantom Stock)’ mean in the Penske Automotive (PAG) filing?

Deferred Stock Units, described as Phantom Stock, are bookkeeping entries that mirror common stock but settle in the future. For Greg C. Smith, each unit converts into one share of common stock after his board service ends, aligning director compensation with long-term shareholder interests.