PENSKE ROGER S 4

What Happened

• Roger S. Penske, a 10% owner of Penske Automotive Group (PAG), was granted 39,949 shares on February 25, 2026. The transaction is reported as an award/grant (code A); no purchase price is applicable or reported.

Key Details

• Transaction date: 2026-02-25; Form 4 filed 2026-02-27 (timely).
• Shares granted: 39,949; price: N/A (footnote states price not relevant).
• Shares beneficially owned after transaction (per filing footnote): 33,688,936 held by Penske Automotive Holdings Corp. and 492,185 held by Penske Corporation (total listed: 34,181,121). Mr. Penske disclaims beneficial ownership of securities held indirectly, except to the extent of any pecuniary interest.
• Vesting: 15% vest on June 1, 2027; 15% on June 1, 2028; 20% on June 1, 2029; 50% on June 1, 2030.
• Transaction type: Award/Grant (A) — not an open-market purchase or sale.

Context

• This was a compensation award with multi-year vesting rather than a buy or sell; such grants typically reflect compensation arrangements and do not directly signal immediate insider buying or selling. As a 10% owner, many shares are held indirectly by affiliated entities and Mr. Penske disclaims direct beneficial ownership of those holdings except as noted.