Roger Penske (NYSE: PAG) receives 39,949-share award and updates holdings

Rhea-AI Filing Summary

PENSKE ROGER S reported acquisition or exercise transactions in this Form 4 filing.

Penske Automotive Group Chair and CEO Roger Penske reported a grant of 39,949 shares of common stock, received at no cost as a stock award. After this grant, he directly holds 179,991 shares. The award vests over time: 15% on June 1, 2027, 15% on June 1, 2028, 20% on June 1, 2029, and 50% on June 1, 2030. The filing also notes indirect holdings consisting of 33,688,936 shares held by Penske Automotive Holdings Corp. and 492,185 shares held by Penske Corporation, for which Mr. Penske disclaims beneficial ownership except to the extent of any pecuniary interest.

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^*

PENSKE ROGER S

(Last) (First) (Middle)

2555 TELEGRAPH ROAD

(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	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chair & CEO

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		39,949(1)	A	(2)	179,991	D
Common Stock								34,181,121(3)	I	By Corporation

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.

3. Consists of 33,688,936 shares held by Penske Automotive Holdings Corp. (a subsidiary of Penske Corporation) and 492,185 shares held by Penske Corporation. Mr. Penske disclaims beneficial ownership of the securities held indirectly, except to the extent of his pecuniary interest, if any, and this report shall not be deemed an admission that he is the beneficial owner of such securities.

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.
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 did Roger Penske report in this Form 4 for PAG?

Roger Penske reported receiving a grant of 39,949 shares of Penske Automotive Group common stock. The award was at no cost, increasing his direct holdings to 179,991 shares, separate from large indirect holdings through affiliated corporations.

How does the 39,949-share award to Roger Penske vest at PAG?

The 39,949-share award vests in stages: 15% on June 1, 2027, 15% on June 1, 2028, 20% on June 1, 2029, and 50% on June 1, 2030. This creates a long-term incentive schedule tied to future service.

Did Roger Penske buy or sell PAG shares in this filing?

No open-market buy or sell occurred. The Form 4 shows a grant/award acquisition of 39,949 shares at a stated price of 0.0000, indicating a compensatory stock award rather than a cash purchase or sale transaction.

What are Roger Penske’s direct holdings in PAG after this grant?

After the stock award, Roger Penske directly holds 179,991 shares of Penske Automotive Group common stock. This figure reflects only his direct ownership and is separate from any indirect holdings through related corporate entities.

What indirect PAG holdings are associated with Roger Penske?

Indirect holdings consist of 33,688,936 shares held by Penske Automotive Holdings Corp. and 492,185 shares held by Penske Corporation. The filing states Roger Penske disclaims beneficial ownership of these securities except for any pecuniary interest.

Does this Form 4 change Roger Penske’s control over PAG?

The filing documents a stock award and existing indirect holdings but notes Roger Penske disclaims beneficial ownership of shares held by affiliated corporations. It primarily updates disclosure on compensation and ownership, rather than announcing a new control transaction.