| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock (Par Value $0.0001 Per Share) |
| (b) | Name of Issuer:
Penske Automotive Group, Inc. |
| (c) | Address of Issuer's Principal Executive Offices:
2555 Telegraph Road, Bloomfield Hills,
MICHIGAN
, 48302. |
Item 1 Comment:
This Amendment No. 14 amends and supplements the statement on Schedule 13D initially filed by the Reporting Persons on April 11, 2003, as amended by Amendment No. 1 filed on April 25, 2003, by Amendment No. 2 filed on February 17, 2004, by Amendment No. 3 filed on March 26, 2004, by Amendment No. 4 filed on January 27, 2006, by Amendment No. 5 filed on September 18, 2006, by Amendment No. 6 filed on February 5, 2010, by Amendment No. 7 filed on July 30, 2013, by Amendment No. 8 filed on October 23, 2017, by Amendment No. 9 filed on March 27, 2018, by Amendment No. 10 filed on December 14, 2018, by Amendment No. 11 filed on March 1, 2019, by Amendment No. 12 filed on December 21, 2021, and by Amendment No. 13 filed on June 27, 2025 (the "Statement"). Information reported in the Statement remains in effect except to the extent that it is amended, restated, superseded or supplemented by information contained in this Amendment No. 14. Capitalized terms used and not defined in this Amendment No. 14 shall have the meanings set forth in the Statement. |
| Item 2. | Identity and Background |
|
| (c) | Item 2 of the Statement is hereby amended and supplemented as follows:
Information with respect to the directors and executive officers of the Reporting Persons set forth in Annex A to the Statement is hereby amended and restated in its entirety as set forth in Annex A to this Amendment No. 14, which is attached hereto as Exhibit 33 and incorporated herein by reference. |
| Item 3. | Source and Amount of Funds or Other Consideration |
| | Item 3 of the Statement is hereby amended and supplemented as follows:
To finance the transaction contemplated by the Proposal (as defined below), Penske Corporation, acting on behalf of itself and its wholly owned subsidiary Penske Automotive Holdings Corp., and the Reporting Persons (collectively with the Penske Corporation, the "PC-Mitsui Investors") expect to contribute new equity as well as obtain debt financing from one or more third parties. Any third-party financing for the transactions contemplated by the Proposal remains subject to negotiation of definitive agreements on terms acceptable to the PC-Mitsui Investors. |
| Item 4. | Purpose of Transaction |
| | Item 4 of the Statement is hereby amended and supplemented as follows:
On July 22, 2026, the PC-Mitsui Investors submitted a non-binding proposal (the "Proposal") to the board of directors of the Issuer (the "Board") to acquire all of the outstanding shares of Common Stock of the Issuer not owned by the PC-Mitsui Investors for $210.00 per share of Common Stock in cash consideration. In Amendment No. 32 to Schedule 13D filed on January 24, 2024 ("Amendment 32") by Penske Corporation and Roger S. Penske (together with Penske Corporation, the "Penske Parties"), the Penske Parties together reported beneficial ownership of 34,427,877 shares of Common Stock. Including the shares of Common Stock reported by the Penske Parties under Amendment 32, the Penske Parties and the Reporting Persons would collectively beneficially own 47,750,082 shares of Common Stock, representing approximately 72.6% of the Common Stock issued and outstanding. The PC-Mitsui Investors directly hold 47,503,326 shares of Common Stock, representing approximately 72.2% of the Common Stock issued and outstanding.
The PC-Mitsui Investors expect that the Proposal will be reviewed, as is customary, by a duly appointed special committee of disinterested and independent directors of the Board (the "Special Committee"), advised by independent legal and financial advisers. The PC-Mitsui Investors stated in the Proposal that they are not interested in selling their shares of Common Stock and intend to remain as long-term stockholders of the Issuer, regardless of the outcome of the Proposal. Any agreement regarding the Proposal would require the approval of the Special Committee.
The Proposal does not create any legal obligations and no such obligations will arise unless and until definitive transaction documentation with the Issuer has been executed and delivered. No binding obligation on the part of the Reporting Persons or any of their affiliates will arise with respect to the filing of this Amendment No. 14. While the Proposal remains under consideration by the Board or any duly appointed committee of the Board, the Reporting Persons and their affiliates expect to respond to inquiries from, and negotiate the terms of the Proposal with, the Board, or any duly appointed committee of the Board, and any of their respective representatives. The Reporting Persons do not intend to provide additional disclosures regarding the Proposal until a definitive agreement has been reached or unless disclosure is otherwise required under applicable U.S. securities laws. The PC-Mitsui Investors expect to engage in discussions and negotiations with potential financing sources and enter into one or more definitive debt commitment letters with third parties.
The Proposal may result in one or more of the transactions, events or actions specified in clauses (a) through (j) of Item 4 of Schedule 13D, including, without limitation, an acquisition of additional securities of the Issuer, an extraordinary corporate transaction (such as a merger) involving the Issuer, delisting of the Common Stock from the New York Stock Exchange and other material changes in the Issuer's business or corporate structure.
No assurances can be given that a definitive agreement will be reached or that the transaction contemplated by the Proposal will be consummated. The PC-Mitsui Investors reserve the right to modify or withdraw the Proposal at any time. The Reporting Persons reserve the right to formulate other plans or make other proposals, including to engage advisers to assess the merits of such plans or proposals, which could result in one or more of the transactions, events or actions specified in clauses (a) through (j) of Item 4 of Schedule 13D, and to modify or withdraw any such plan or proposal at any time. If the transaction contemplated by the Proposal is not consummated, the Reporting Persons and their affiliates will continue to regularly review and assess their investment in the Issuer and, depending on market conditions and other factors, may determine, from time to time, to engage in any of the events set forth in clauses (a) through (j) of Item 4 of Schedule 13D.
The foregoing description of the Proposal does not purport to be complete and is subject to, and qualified in its entirety by, the full text of such document, which is attached hereto as Exhibit 34. |
| Item 5. | Interest in Securities of the Issuer |
| (a) | Item 5 of the Statement is hereby amended and supplemented as follows:
The Reporting Persons beneficially own, within the meaning of Rule 13d-3 under the Exchange Act, an aggregate of 13,322,205 shares of Common Stock. The Common Stock owned by the Reporting Persons constitutes approximately 20.3% of the Common Stock issued and outstanding, computed on the basis of 65,749,255 shares of Common Stock issued and outstanding as of April 16, 2026, as set forth in the Issuer's quarterly report on Form 10-Q, filed with the SEC on April 30, 2026. To the Reporting Persons' knowledge, other persons named in Item 2 do not beneficially own, within the meaning of Rule 13d-3 under the Exchange Act, any Common Stock.
To the extent that the parties to the Stockholders Agreement may be deemed to constitute a "group" within the meaning of Section 13(d) of the Exchange Act, and the Reporting Persons may be deemed to share beneficial ownership of the shares of Common Stock owned by the other stockholder parties to the Stockholders Agreement, the Reporting Persons expressly disclaim beneficial ownership of any shares of Common Stock held by such other parties. |
| (b) | Mitsui Japan and Mitsui USA have the shared power to vote (or to direct the vote) and to dispose (or direct the disposition) of 13,322,205 shares of Common Stock. |
| (c) | No transactions in the Common Stock were effected during the past sixty days by the Reporting Persons. |
| (d) | None. |
| (e) | Not applicable. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
| | Item 6 of the Statement is hereby supplemented to incorporate by reference the information set forth in Item 4 above. |
| Item 7. | Material to be Filed as Exhibits. |
| | Exhibit 33 Annex A, dated July 22, 2026.
Exhibit 34 Proposal Letter, dated July 22, 2026, from the PC-Mitsui Investors to the Board. |
