Penske Automotive (NYSE: PAG) director granted 534 deferred stock units

Rhea-AI Filing Summary

Penske Automotive Group director Kimberly J. McWaters received a grant of 534 Deferred Stock Units (phantom stock) on March 5, 2026. These units convert on a one-for-one basis into Penske Automotive Group stock and are exercisable when she separates from service from the company’s Board of Directors. Following this award, she holds a total of 60,621 Deferred Stock Units directly.

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^*

MCWATERS KIMBERLY J

(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)
03/05/2026

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

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)	03/05/2026		A		534		(2)	(3)	Common Stock	534	(4)	60,621	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	03/09/2026
	** 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 Penske Automotive Group (PAG) director Kimberly McWaters report on this Form 4?

Kimberly J. McWaters reported receiving 534 Deferred Stock Units (phantom stock) as a grant. These units were awarded at no stated price and increase her direct holdings of this derivative security to 60,621 units following the transaction.

When did Kimberly McWaters receive the 534 Deferred Stock Units at Penske Automotive Group (PAG)?

She received the grant of 534 Deferred Stock Units on March 5, 2026. The transaction is recorded as a derivative award acquisition, reflecting additional phantom stock units credited to her account rather than an open-market purchase of common shares.

How many Deferred Stock Units does Kimberly McWaters hold after this Penske Automotive Group (PAG) grant?

After the March 5, 2026 grant, Kimberly J. McWaters directly holds 60,621 Deferred Stock Units. This total includes the newly awarded 534 units and represents her aggregate balance of phantom stock-based compensation linked one-for-one to Penske Automotive Group shares.

Are the Penske Automotive Group (PAG) Deferred Stock Units immediately exercisable for Kimberly McWaters?

No, the Deferred Stock Units become exercisable when she separates from service from the company’s Board of Directors. Until that separation event, they remain as phantom stock units credited to her account rather than current shares she can sell.

What does “one for one” mean for Kimberly McWaters’ Penske Automotive Group (PAG) Deferred Stock Units?

“One for one” means each Deferred Stock Unit corresponds to one share of Penske Automotive Group stock upon settlement. When the units become exercisable at her Board separation, they are designed to convert on a share-for-unit basis, according to the footnote disclosure.

Was there a purchase price for Kimberly McWaters’ Penske Automotive Group (PAG) Deferred Stock Unit grant?

No, the reported price per unit is 0.0000 and a footnote states price is not relevant. This indicates the 534 Deferred Stock Units were granted as compensation rather than bought in a cash transaction on the open market.