Penske Automotive Group filings document financial results, capital allocation, governance, and dealership transaction activity for a diversified international transportation services company. Form 8-K reports provide results of operations, Regulation FD disclosures, dividend declarations, share repurchases, and material agreements related to completed dealership acquisitions.
The company’s proxy materials describe board and shareholder matters, executive compensation, stockholder voting items, and the operating mix of automotive retail, commercial truck dealerships, commercial vehicle distribution, power systems operations, and joint venture returns. PAG filings also disclose financing arrangements, capital-structure actions, acquisition funding, risk factors, and corporate governance practices relevant to its dealership and transportation-services business.
Penske Automotive Group, Inc. received an unsolicited, preliminary and non-binding take-private proposal from Penske Corporation and Mitsui & Co., Ltd. to acquire all outstanding common shares they and their affiliates do not already own for $210 in cash per share. According to the proposal letter, this price implies an equity value of approximately $13.8 billion for Penske Automotive and represents premiums of about 19.3% and 25.4% to the 60-day and 90-day volume weighted average prices ended July 20, 2026, and exceeds the company’s stated all-time high share price. Penske Corporation, Mitsui and their affiliates currently beneficially own collectively 72.6% of the company’s outstanding common stock.
The Board of Directors has formed a special committee of disinterested and independent directors to review and evaluate the proposal, with authority to hire independent legal and financial advisors and to reject the transaction if it is not in the minority shareholders’ best interests. The PC-Mitsui investor group indicates the transaction would not be subject to financing conditions and that due diligence would be largely confirmatory, but also notes there is no assurance any transaction will be pursued, approved, or consummated on the proposed terms. The group states it seeks only to acquire additional shares, does not intend in that capacity to sell its existing stake or vote for alternative sale or merger transactions, and expects to remain a long-term stockholder if no deal occurs. The company states that shareholders do not need to take any action at this time and that it plans further communications only when additional disclosure is appropriate or required.
Penske Corporation and Roger S. Penske, together with Mitsui & Co., Ltd. and its U.S. subsidiary (the “Investor Group”), have submitted a non-binding proposal to acquire for cash all outstanding Voting Common Stock of Penske Automotive Group, Inc. not owned by the Investor Group at $210.00 per share.
As of April 16, 2026, there were 65,749,255 shares of Voting Common Stock outstanding. As of July 21, 2026, Penske Corporation and Roger S. Penske beneficially owned 34,333,500 shares, or 52.2% of the class, and, including shares reported by Mitsui, would beneficially own 47,655,705 shares, or 72.5%. The Investor Group directly holds 47,503,326 shares, or 72.2%. If the transaction is completed, the Voting Common Stock would be delisted from the New York Stock Exchange and deregistered under the Exchange Act.
The Investor Group expects to fund the transaction with third-party debt financing and equity from its members, subject to definitive financing agreements. Any deal would require approval of a Special Committee of disinterested, independent directors and execution of definitive documentation; the proposal may be modified or withdrawn at any time.
Mitsui & Co., Ltd. and Mitsui & Co. (U.S.A.), Inc. updated their Schedule 13D for Penske Automotive Group, Inc., reporting beneficial ownership of 13,322,205 shares of common stock. This represents 20.3% of the 65,749,255 shares outstanding as of April 16, 2026.
The amendment also describes a non-binding proposal by a group consisting of Penske Corporation, its subsidiary and the Mitsui entities (the PC-Mitsui Investors) to acquire all outstanding shares they do not own for $210.00 per share in cash. The PC-Mitsui Investors directly hold 47,503,326 shares, about 72.2% of the company; including previously reported holdings, Penske Parties and the Reporting Persons would beneficially own 47,750,082 shares, approximately 72.6% of outstanding stock. The proposal is expected to be reviewed by an independent special committee, depends on new equity and third-party debt financing, and may lead to a merger and potential NYSE delisting if completed, but it is expressly non-binding until definitive agreements are executed.
Davis Lisa Ann reported acquisition or exercise transactions in this Form 4 filing.
Penske Automotive Group director Lisa Ann Davis received a grant of 209 Deferred Stock Units (phantom stock) linked to the company’s common stock. These units were awarded at a stated price of $0.00 per unit as a compensation-related grant.
Each deferred stock unit is convertible into one share of Penske Automotive Group common stock on a one-for-one basis. According to the disclosure, these units become exercisable beginning upon Davis’s separation from service from the company’s Board of Directors. Following this grant, she directly holds a total of 25,546 deferred stock units.
Hoogendoorn David reported acquisition or exercise transactions in this Form 4 filing.
Penske Automotive Group director David Hoogendoorn received a grant of 12 Deferred Stock Units (phantom stock). These derivative units relate one-for-one to shares of Penske Automotive Group common stock.
The grant is a compensation-related award with no cash price, and raises his directly held deferred stock unit balance to 1,514 units. These units become exercisable beginning when he separates from service on the company’s Board of Directors.
Penske Automotive Group director Sandra E. Pierce received a grant of 98 Deferred Stock Units (phantom stock) tied to the company’s common stock. The units carry no cash purchase price and convert one-for-one into common shares.
These deferred units become exercisable when she separates from service on the Board of Directors. Following this award, Pierce holds a total of 12,017 deferred stock units directly.
Duerheimer Wolfgang reported acquisition or exercise transactions in this Form 4 filing.
Penske Automotive Group director Wolfgang Duerheimer received a grant of deferred stock units, a form of phantom stock compensation. On this date, he was awarded 195 deferred stock units tied one-for-one to Penske common stock, with no cash price involved. These units become exercisable after his separation from service on the company’s Board of Directors. Following this award, his direct holdings in this deferred stock unit plan total 23,828 units.
SMITH GREG C reported acquisition or exercise transactions in this Form 4 filing.
Penske Automotive Group director Greg C. Smith received a grant of deferred stock units under the company’s compensation program. On this date, he was awarded 178 Deferred Stock Units (Phantom Stock), each representing one share of common stock on a one-for-one basis.
The units were granted at no cash cost to Smith and are linked to Penske Automotive common stock. According to the disclosure, these units become exercisable when he separates from service on the company’s Board of Directors. Following this grant, Smith now holds a total of 21,708 deferred stock units tied to Penske Automotive common stock.
Penske Automotive Group director Scott Raymond E received a grant of 12 Deferred Stock Units (phantom stock) tied to Penske Automotive common stock. Each unit converts one-for-one into common shares and becomes exercisable when he separates from the company’s Board of Directors.
Following this compensation-related award, he holds a total of 1,514 Deferred Stock Units. The units carry no exercise price and the filing notes that price is not relevant to this transaction, underscoring that this is a non-cash, equity-based director compensation grant rather than a market purchase or sale.
Penske Automotive Group Chair and CEO Roger Penske reported a routine tax-related share withholding connected to equity compensation. On June 1, 2026, 27,598 shares of common stock were withheld at $170.44 per share to cover taxes on vested restricted stock.
Following this disposition, he directly holds 152,379 common shares. He also reports indirect interests in 34,181,121 shares held by Penske Automotive Holdings Corp. and Penske Corporation, while disclaiming beneficial ownership of those indirectly held securities except to the extent of any pecuniary interest.