PAG 13D/A: Mitsui Reaffirms Major Holding, Signs New Services Deal

Rhea-AI Filing Summary

Schedule 13D/A Amendment No. 13 discloses that Mitsui & Co., Ltd. and its U.S. subsidiary continue to hold a 13,322,205-share position in Penske Automotive Group (PAG), representing 20.1 % of the outstanding common stock based on the company’s 66,168,443 shares outstanding as of 25 Apr 2025. The two entities report shared voting and dispositive power over the entire block; no sole voting or dispositive power is reported.

The amendment confirms no share transactions during the past 60 days, indicating an unchanged ownership stake since the prior amendment filed in December 2021. Mitsui expressly disclaims beneficial ownership of any PAG shares held by other parties to the long-standing Stockholders Agreement.

An Amended & Restated Services Agreement signed 14 May 2025 (filed separately as Exhibit 31) updates the framework under which a Mitsui employee will continue to provide support services to PAG. The arrangement suggests continued strategic collaboration but does not alter economic ownership.

Other sections—identity/background, directors & officers (Annex A), and standard certifications—are routine. Overall, the filing mainly refreshes beneficial ownership data and related contractual disclosures rather than signaling an acquisition or divestiture.

Positive

• Stable 20.1 % ownership by Mitsui signals ongoing strategic commitment without dilution concerns.
• Amended services agreement may enhance operational collaboration, indicating continued partnership beyond capital ownership.

Negative

• No additional share purchases—stake is unchanged since 2021, offering no incremental vote of confidence or capital infusion.

Insights

Equity Research Analyst

TL;DR – Mitsui still owns 20.1 % of PAG; no recent buying or selling; new services accord keeps strategic ties.

The amendment is largely a housekeeping exercise. Beneficial ownership remains at 13.3 million shares, leaving Mitsui as PAG’s largest outside holder. Stability of the stake implies confidence in PAG’s current valuation and strategy, but the absence of incremental purchases suggests Mitsui is not pursuing additional control. The refreshed services agreement marginally deepens operational cooperation yet carries no disclosed financial terms; hence valuation impact is minimal. From a market perspective, the filing confirms continuity rather than change, likely producing a neutral share-price reaction.

Corporate Governance Specialist

TL;DR – Filing updates group status, re-affirms 20 % block, and clarifies service-related contract.

The Schedule 13D/A maintains transparency on a significant insider holding. By reiterating shared voting/dispositive power and disclaiming ownership beyond the reported block, Mitsui mitigates concerns about hidden control structures. The lack of recent trades also limits questions around creeping takeovers. The amended services agreement indicates ongoing cooperation, but because it is limited to employee support, governance influence does not materially expand. I judge the disclosure as neutral: it neither strengthens nor weakens minority-shareholder protections.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 13)

PENSKE AUTOMOTIVE GROUP, INC.

(Name of Issuer)

Common Stock (Par Value $0.0001 Per Share)

(Title of Class of Securities)

70959W103

(CUSIP Number)

Mr. Toshiyuki Kojima, GM Light
Vehicle Solutions Business Div., Mitsui & Co., Ltd., 2-1 Otemachi 1-chome
Chiyoda-ku, Tokyo, M0, 100-8631
81-3-3285-1111

Mr. Harumasa Suzuki, SVP
Mitsui & Co. (U.S.A.), Inc., 200 Park Avenue
New York, NY, 10166
212-878-4000

Ezra Borut, Esq.
Debevoise & Plimpton LLP, 66 Hudson Blvd E
New York, NY, 10001
212- 909-6000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

05/14/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 70959W103

1

Name of reporting person

Mitsui & Co., Ltd.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

JAPAN

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 13,322,205.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 13,322,205.00

11

Aggregate amount beneficially owned by each reporting person

13,322,205.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

20.1 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

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. All percentages are based on 66,168,443 shares of Common Stock issued and outstanding as of April 25, 2025, as set forth in the Issuer's quarterly report on Form 10-Q, filed with the Securities and Exchange Commission (the "SEC") on May 1, 2025.

SCHEDULE 13D

CUSIP No. 70959W103

1

Name of reporting person

Mitsui & Co. (U.S.A.), Inc.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

NEW YORK

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 13,322,205.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 13,322,205.00

11

Aggregate amount beneficially owned by each reporting person

13,322,205.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

20.1 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

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. All percentages are based on 66,168,443 shares of Common Stock issued and outstanding as of April 25, 2025, as set forth in the Issuer's quarterly report on Form 10-Q, filed with the Securities and Exchange Commission (the "SEC") on May 1, 2025.

SCHEDULE 13D

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. 13 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 and by Amendment No. 12 filed on December 21, 2021 (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. 13. Capitalized terms used and not defined in this Amendment No. 13 shall have the meanings set forth in the Statement.
Item 2.	Identity and Background
(c)	Item 2(c) 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. 13, and is incorporated herein by reference.
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 20.1% of the Common Stock issued and outstanding, computed on the basis of 66,168,443 shares of Common Stock issued and outstanding as of April 25, 2025 (as provided in the Company's most recent Form 10-Q). 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 as follows: On May 14, 2025, Mitsui USA and the Company entered into an amended and restated services agreement (the "Services Agreement") governing the terms and conditions of an arrangement whereby Mitsui USA is expected to arrange for an employee of the Reporting Persons to provide certain supporting services from time to time to the Company. A copy of the Services Agreement is filed hereto as Exhibit 31 and is incorporated herein by reference.
Item 7.	Material to be Filed as Exhibits.
	Exhibit 30 Annex A, dated June 27, 2025. Exhibit 31 Amended & Restated Services Agreement dated as of May 14, 2025, by and among Mitsui USA and the Company (incorporated by reference to Exhibit 10.1 to the Company's Report on Form 8-K filed with the U.S. Securities and Exchange Commission on May 14, 2025). Exhibit 32 Power of Attorney for Toshiyuki Kojima dated June 24, 2025.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Mitsui & Co., Ltd.

Signature:	*/s/ Toshiyuki Kojima
Name/Title:	Toshiyuki Kojima/Attorney-in-Fact
Date:	06/27/2025

Mitsui & Co. (U.S.A.), Inc.

Signature:	/s/ Harumasa Suzuki
Name/Title:	Harumasa Suzuki/Senior Vice President
Date:	06/27/2025

Comments accompanying signature:

* Duly authorized under Power of Attorney filed as Exhibit 32 to the Statement.

FAQ

How many Penske Automotive Group (PAG) shares does Mitsui currently own?

Mitsui & Co. and its U.S. unit jointly report 13,322,205 common shares, equal to 20.1 % of PAG’s outstanding stock.

Did Mitsui buy or sell PAG shares in the last 60 days?

No. The filing states no transactions in PAG common stock during the past sixty days.

What new agreement was disclosed in the Schedule 13D/A for PAG?

An Amended & Restated Services Agreement dated 14 May 2025 under which a Mitsui employee will provide support services to PAG.

Does Mitsui have sole voting control over its PAG shares?

No. The filing shows 0 shares with sole voting power; all 13.3 million shares are held with shared voting and dispositive authority.

What percentage of PAG’s shares outstanding does Mitsui’s stake represent?

Approximately 20.1 %, based on 66,168,443 outstanding shares as of 25 Apr 2025.