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  4. [Form 4] PENSKE AUTOMOTIVE GROUP, INC. Insider Trading Activity

Penske (NYSE: PAG) CFO reports 1,500-share sale and 2,718-share tax withholding

Filing Impact
(Very High)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

EVP & CFO Michelle Hulgrave of Penske Automotive Group reported two transactions in the company’s common stock. On June 1, 2026, 2,718 shares were disposed of to cover taxes on restricted stock that vested that day, a non-market tax-withholding event.

On June 2, 2026, she completed an open-market sale of 1,500 shares at a weighted average price of $171.7981 per share, with trades executed between $171.43 and $172.41. Following these transactions, she directly holds 17,596 shares of Penske Automotive Group common stock.

Positive

  • None.

Negative

  • None.
Insider Hulgrave Michelle
Role EVP & CFO
Sold 1,500 shs ($258K)
Type Security Shares Price Value
Sale Common Stock 1,500 $171.7981 $258K
Tax Withholding Common Stock 2,718 $170.44 $463K
Holdings After Transaction: Common Stock — 17,596 shares (Direct, null)
Footnotes (1)
  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. The transaction was executed in multiple trade prices ranging from $171.43 to $172.41. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the Issuer, or a security holder of the Issuer full information regarding the number of shares and prices at which the transaction was effected.
Open-market sale 1,500 shares Common Stock sold on June 2, 2026
Sale price $171.7981 per share Weighted average price for June 2, 2026 sale
Trade price range $171.43–$172.41 Range of sale prices on June 2, 2026
Tax-withholding shares 2,718 shares Withheld for taxes on vested restricted stock June 1, 2026
Tax-withholding price $170.44 per share Value used for tax-withholding disposition
Shares after sale 17,596 shares Direct holdings following June 2, 2026 sale
Shares after tax withholding 19,096 shares Direct holdings following June 1, 2026 tax withholding
open-market sale financial
"transaction_action": "open-market sale""
An open-market sale is when a shareholder sells existing shares directly on a public exchange to any willing buyer, rather than through a private deal. Think of it like putting goods on a busy market stall where price is set by supply and demand; for investors it matters because such sales increase available supply, can put short-term downward pressure on the stock price, and signal changes in liquidity or investor confidence.
tax-withholding disposition financial
"transaction_action": "tax-withholding disposition""
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.
restricted stock financial
"taxes on 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.
weighted average sale price financial
"The price reported above reflects the weighted average sale price."
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Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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*
Hulgrave Michelle
(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)
Director10% Owner
XOfficer (give title below)Other (specify below)
EVP & CFO
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
06/01/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock06/01/2026F2,718(1)D$170.4419,096D
Common Stock06/02/2026S1,500D$171.7981(2)17,596D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount 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.
2. The transaction was executed in multiple trade prices ranging from $171.43 to $172.41. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the Issuer, or a security holder of the Issuer full information regarding the number of shares and prices at which the transaction was effected.
Remarks:
/s/ Shane M. Spradlin, by power of attorney06/03/2026
** Signature of Reporting PersonDate
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 transactions did PAG EVP & CFO Michelle Hulgrave report?

Michelle Hulgrave reported a tax-withholding disposition of 2,718 Penske Automotive Group shares on restricted stock vesting, and an open-market sale of 1,500 common shares at a weighted average price of $171.7981 per share on June 2, 2026.

How many PAG shares did the CFO sell in the open market?

The Penske Automotive Group EVP & CFO sold 1,500 common shares in an open-market transaction at a weighted average price of $171.7981 per share, with trade prices ranging from $171.43 to $172.41 on June 2, 2026.

Why were 2,718 PAG shares disposed of by the CFO on June 1, 2026?

The 2,718 Penske Automotive Group shares were withheld to pay taxes on restricted stock that vested on June 1, 2026. This tax-withholding disposition is a standard, non-market mechanism to satisfy tax obligations on equity compensation awards.

What are Michelle Hulgrave’s PAG share holdings after these Form 4 transactions?

After the tax-withholding disposition and the open-market sale, Penske Automotive Group EVP & CFO Michelle Hulgrave directly holds 17,596 shares of the company’s common stock, as reported in the Form 4’s post-transaction ownership column.

Were Michelle Hulgrave’s PAG transactions part of derivative exercises or options activity?

No derivative exercises or option conversions were reported in this Form 4. The filing shows only non-derivative common stock transactions: a tax-withholding disposition of 2,718 shares and an open-market sale of 1,500 shares, with no remaining derivative positions listed.