Insider Sale: PAG Director Reduces Direct Holdings to 1,529 Shares

Rhea-AI Filing Summary

Penske Automotive Group director Sandra E. Pierce reported the sale of 1,604 shares of Common Stock on 08/29/2025 at a weighted average price of $187.05 per share. After the reported sale, Ms. Pierce holds 1,529 shares directly and continues to have indirect beneficial ownership of 21,060 shares through a trust.

The filing uses transaction code "S" for a sale and discloses that the transaction executed at multiple prices ranging from $187.00 to $187.19, with the weighted average reported. The reporting attorney signed the form by power of attorney.

Positive

• Full disclosure provided: The Form 4 reports transaction details, price range, and post-transaction holdings.
• Continued indirect ownership: The reporting person retains 21,060 shares through a trust, maintaining alignment with shareholders.

Negative

• Insider sale occurred: The director sold 1,604 shares, reducing direct holdings to 1,529 shares.
• No explanation of reason for sale: The filing does not state whether the sale was pursuant to a pre-arranged plan or for other reasons.

Insights

Financial Analyst

TL;DR: A director sold a small number of shares at ~$187 each, reducing direct holdings while retaining larger indirect exposure.

The sale of 1,604 shares is modest relative to typical director holdings for a large public company, and the reporting shows continued meaningful indirect ownership of 21,060 shares via trust, which helps align interests with shareholders. The weighted-average price disclosure and the explanation of multiple trade prices improve transparency. There is no information here about plan-driven sales or timing rationale beyond the trade price range.

Corporate Governance Expert

TL;DR: Routine insider sale by a director with maintained indirect stake; disclosure appears complete and compliant.

The Form 4 lists the reporter as a director and indicates the transaction code "S" for sale, with explicit note that some shares were previously held directly and indirectly. The filing includes the required price-range disclosure and a signature by power of attorney, suggesting standard compliance procedures. Absent additional context, this filing reflects a routine change in beneficial ownership rather than a governance concern.

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^*

Pierce Sandra E.

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

3. Date of Earliest Transaction (Month/Day/Year)
08/29/2025

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
Common Stock	08/29/2025		S		1,604	D	$187.05(1)	1,529(2)	I	By Trust
Common Stock								21,060(3)	D

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. The transaction was executed in multiple trade prices ranging from $187.00 to $187.19. 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.

2. These shares held were previously held directly.

3. These shares were previously held indirectly.

Remarks:

	/s/ Shane M. Spradlin, by power of attorney	08/29/2025
	** 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 did Sandra E. Pierce report on Form 4 for PAG?

She reported the sale of 1,604 shares of Penske Automotive Group common stock on 08/29/2025 at a weighted average price of $187.05 per share.

How many PAG shares does the reporting person own after the transaction?

Following the reported sale, the reporting person beneficially owns 1,529 shares directly and 21,060 shares indirectly via a trust.

What price range did the transaction execute at?

The transaction executed at multiple prices ranging from $187.00 to $187.19; the form reports a weighted average sale price of $187.05.

What transaction code was used on the Form 4?

The filing uses transaction code "S", indicating a sale of securities.

Who signed the Form 4?

The Form 4 was signed by Shane M. Spradlin by power of attorney on behalf of the reporting person.