PENSKE ROGER S 4

What Happened
Roger S. Penske, reported as a 10% owner of Penske Automotive Group, had 27,598 shares of PAG withheld to satisfy tax obligations related to restricted stock that vested on June 1, 2026. The withholding was recorded at $170.44 per share, for a total value of approximately $4,703,803. This transaction is a tax-withholding event (code F), not an open-market sale.

Key Details

• Transaction date: June 1, 2026; Form 4 filed June 3, 2026 (within the standard reporting window).
• Withheld: 27,598 shares at $170.44 per share; total ~$4.70 million.
• Transaction code: F — shares withheld to satisfy tax withholding on vested restricted stock (footnote F1).
• Ownership disclosure (footnote F2): 33,688,936 shares are held by Penske Automotive Holdings Corp. (a Penske Corp. subsidiary) and 492,185 shares by Penske Corporation. Mr. Penske disclaims beneficial ownership of those indirect holdings except to the extent of any pecuniary interest.
• This is a routine tax-withholding event, not an indicator of a discretionary sale.

Context
Withholding shares to cover taxes upon restricted stock vesting is a common administrative action and usually not interpreted as a market-timing signal. As a reported 10% owner with substantial indirect holdings through related entities, this filing reflects an internal tax settlement rather than a change in investment stance by an executive.