Penske Automotv SEC Filings

Penske Automotive Group director Greg C. Smith sold shares in an open-market transaction. On May 18, 2026, he sold 1,488 shares of common stock at a weighted average price of $160.0205 per share.

The sale was executed in multiple trades between $160.02 and $160.29 per share, and left him with 0 directly owned shares reported after the transaction.

Penske Automotive Group held its 2026 annual stockholders meeting on May 13, 2026, where all twelve director nominees were elected. Each received over 60 million votes in favor, with additional broker non-votes recorded.

Stockholders also ratified Deloitte & Touche LLP as the independent auditing firm for the year ending December 31, 2026, and approved, on an advisory basis, named executive officer compensation. The Board declared a quarterly dividend of $1.42 per share, an increase of $0.02 or about 1.4%, marking the 22nd consecutive quarterly increase, payable June 3, 2026 to shareholders of record as of May 26, 2026.

Penske Automotive Group reported first-quarter 2026 revenue of $7.9 billion, slightly below the prior year’s $8.0 billion, as softer new-vehicle and truck demand offset growth in certain international and parts-and-service operations.

Net income attributable to common stockholders was $234.5 million, down from $257.7 million, with diluted EPS of $3.56 versus $3.86. Results included a $60.4 million gain on the sale of a U.S. automotive franchise, partly offset by other charges.

Retail automotive dealerships generated $7.0 billion of revenue, retail commercial truck dealerships $694.6 million, and commercial vehicle distribution and other operations $201.9 million. Operating cash flow was $215.0 million, while $669.7 million of cash was used for acquisitions, driving total assets to $18.3 billion and long-term debt to $2.6 billion.

Penske Automotive Group reported first quarter 2026 revenue of $7.9 billion, slightly below the $8.0 billion posted a year earlier. Net income attributable to common stockholders declined to $234.5 million from $257.7 million, with earnings per share down to $3.56 from $3.86.

Excluding a gain on sale of a dealership and other items, adjusted net income fell to $200.6 million and adjusted EPS to $3.05, reflecting softer vehicle volumes and a difficult comparison. Retail automotive service and parts remained a strength, with revenue up 4.6% to $863.9 million and related gross profit up 5.7%.

The company completed acquisitions expected to add $450 million of annualized revenue and has acquired two Toyota and four Lexus stores over six months expected to generate about $2 billion in annualized revenue. Penske Transportation Solutions contributed a 24% earnings increase to $41.1 million. Penske ended the quarter with about $1.3 billion in liquidity and a 1.8x leverage ratio after repurchasing 170,393 shares for $26.4 million.

Penske Automotive Group, Inc. has issued its 2026 proxy statement for a fully virtual annual meeting on May 13, 2026, asking stockholders to elect twelve directors, ratify Deloitte & Touche LLP as 2026 auditor, and approve executive pay on an advisory basis.

The company operates as a NYSE “controlled company” through Penske Corporation’s voting power but maintains a majority-independent board and fully independent key committees, with defined oversight of risk, cybersecurity and ESG. In 2025 it reported net income of $937.9M and adjusted EBITDA of $1,507.8M, which underpin long-term incentive metrics.

CEO Roger Penske’s 2025 total compensation was $8,771,209, while the estimated median employee earned $59,583, a pay ratio of 147:1. Pay is heavily equity-based through multi‑year restricted stock tied to EBITDA, EPS, control, people and health‑cost targets.

The proxy also details a large related‑party acquisition: in November 2025 the company bought Penske Motor Group, including four U.S. dealerships, for an aggregate purchase price of $519,446,253, funded with $363,619,353 in cash and a $155,826,900 4.5% three‑year subordinated note to the seller.

Spradlin Shane M. reported acquisition or exercise transactions in this Form 4 filing.

Penske Automotive Group executive Shane M. Spradlin received an equity award of 4,992 shares of Common Stock as compensation. The award was granted at no cash cost to him and increases his direct holdings to 38,144 shares. The granted shares vest over time, with 15% vesting on June 1, 2027, another 15% on June 1, 2028, 20% on June 1, 2029, and the remaining 50% on June 1, 2030.

Denker Claude H III reported acquisition or exercise transactions in this Form 4 filing.

Penske Automotive Group EVP – Human Resources Claude H. Denker III received a grant of 4,992 shares of common stock as compensation. The award was made at no cost to him and will vest over time: 15% on June 1, 2027, 15% on June 1, 2028, 20% on June 1, 2029, and the remaining 50% on June 1, 2030. After this grant, he directly holds 33,665 common shares.

KURNICK ROBERT H JR reported acquisition or exercise transactions in this Form 4 filing.

Penske Automotive Group president Robert H. Kurnick Jr. received an equity award of 9,984 shares of common stock as compensation. The grant was not a market purchase and carries no cash price. Following this award, his directly held stake reported in the filing is 39,064 shares.

The shares vest over several years: 15% on June 1, 2027, another 15% on June 1, 2028, 20% on June 1, 2029, and the remaining 50% on June 1, 2030. This structure encourages long-term alignment with the company’s performance.