Penske Automotive insider grant: 155 deferred units added to director holdings

Rhea-AI Filing Summary

Penske Automotive Group director Wolfgang Duerheimer received 155 deferred stock units tied to the company's common stock, bringing his total direct beneficial ownership to 21,750 shares. The units were granted as deferred (phantom) stock units and convert one-for-one into common shares upon the director's separation from service on the board; they are not presently exercisable. No cash price was paid for this award and the filing reports the acquisition as a non-derivative security transaction.

Insights

Financial Analyst

TL;DR: A routine director equity award that modestly increases insider alignment with shareholders but is not materially dilutive.

The 155 deferred stock units represent a standard board compensation mechanism aligning management with shareholder interests. Conversion is contingent on separation from service, so these units do not immediately increase voting power or liquidity. The post-transaction reported direct ownership of 21,750 shares provides context on the director's existing stake but, absent additional awards or cash payments, this single grant is unlikely to move valuation or short-term market sentiment.

Corporate Governance Expert

TL;DR: Typical governance practice—deferred units reward service and defer share delivery until exit, reducing immediate dilution.

The award structure—phantom units convertible one-for-one upon separation—reflects common governance practices to retain directors and tie long-term incentives to share value. Because the units are non-exercisable until separation and no price was paid, there are limited current governance implications beyond modest future dilution when converted. Documentation clearly specifies the nature and timing condition for conversion.

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^*

Duerheimer Wolfgang

(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)
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		155		(2)	(3)	Common Stock	155	(4)	21,750	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 transaction did Wolfgang Duerheimer report on Form 4 for PAG?

He reported the acquisition of 155 deferred stock units (phantom stock) associated with Penske Automotive Group common stock.

How many shares does Wolfgang Duerheimer beneficially own after the reported transaction?

The Form 4 reports 21,750 shares beneficially owned directly following the transaction.

When do the deferred stock units convert into PAG common shares?

These units convert on a one-for-one basis upon the reporting person's separation from service from the company's board.

Did Wolfgang Duerheimer pay a price for the deferred stock units reported on Form 4?

No price is relevant to this transaction; the filing indicates no cash price was paid.

Are the deferred stock units immediately exercisable or deliverable?

No, the filing states the units are not presently exercisable and are conditional on separation from service.