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Penske Automotive (NYSE: PAG) CEO stock withheld for tax payment

Filing Impact
(Very High)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Penske Automotive Group Chair and CEO Roger Penske reported a routine tax-related share withholding connected to equity compensation. On June 1, 2026, 27,598 shares of common stock were withheld at $170.44 per share to cover taxes on vested restricted stock.

Following this disposition, he directly holds 152,379 common shares. He also reports indirect interests in 34,181,121 shares held by Penske Automotive Holdings Corp. and Penske Corporation, while disclaiming beneficial ownership of those indirectly held securities except to the extent of any pecuniary interest.

Positive

  • None.

Negative

  • None.
Insider PENSKE ROGER S
Role Chair & CEO
Type Security Shares Price Value
Tax Withholding Common Stock 27,598 $170.44 $4.70M
holding Common Stock -- -- --
Holdings After Transaction: Common Stock — 152,379 shares (Direct, null); Common Stock — 34,181,121 shares (Indirect, By Corporation)
Footnotes (1)
  1. Represents the number of shares of the Issuer's common stock withheld for payment of taxes on shares of restricted stock that vested on June 1, 2026. Consists of 33,688,936 shares held by Penske Automotive Holdings Corp. (a subsidiary of Penske Corporation) and 492,185 shares held by Penske Corporation. Mr. Penske disclaims beneficial ownership of the securities held indirectly, except to the extent of his pecuniary interest, if any, and this report shall not be deemed an admission that he is the beneficial owner of such securities.
Tax-withheld shares 27,598 shares Common stock withheld for taxes on vested restricted stock June 1, 2026
Withholding price $170.44 per share Price used for tax-withholding disposition of 27,598 shares
Direct holdings after transaction 152,379 shares PAG common stock directly held by Roger Penske after June 1, 2026
Total indirect holdings 34,181,121 shares Indirect interests via Penske Automotive Holdings Corp. and Penske Corporation
Penske Automotive Holdings Corp. stake 33,688,936 shares Shares held by Penske Automotive Holdings Corp.
Penske Corporation stake 492,185 shares Shares held by Penske Corporation
restricted stock financial
"shares of restricted stock that vested on June 1, 2026"
Shares granted to an individual that carry limits on transfer or sale until certain conditions are met, such as staying with the company for a set time or hitting performance targets. Think of them as a locked gift that gradually opens; for investors they matter because they affect how many shares may enter the market later, signal management incentives and potential dilution, and reveal confidence in future company performance.
withheld for payment of taxes financial
"shares of the Issuer's common stock withheld for payment of taxes"
beneficial ownership financial
"Penske disclaims beneficial ownership of the securities held indirectly"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
pecuniary interest financial
"except to the extent of his pecuniary interest, if any"
indirectly held securities financial
"securities held indirectly, except to the extent of his pecuniary interest"
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Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
PENSKE ROGER S
(Last)(First)(Middle)
2555 TELEGRAPH ROAD
(Street)
BLOOMFIELD HILLS MICHIGAN 48302
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
PENSKE AUTOMOTIVE GROUP, INC. [ PAG ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirectorX10% Owner
XOfficer (give title below)Other (specify below)
Chair & CEO
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
06/01/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Common Stock06/01/2026F27,598(1)D$170.44152,379D
Common Stock34,181,121(2)IBy Corporation
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. Represents the number of shares of the Issuer's common stock withheld for payment of taxes on shares of restricted stock that vested on June 1, 2026.
2. Consists of 33,688,936 shares held by Penske Automotive Holdings Corp. (a subsidiary of Penske Corporation) and 492,185 shares held by Penske Corporation. Mr. Penske disclaims beneficial ownership of the securities held indirectly, except to the extent of his pecuniary interest, if any, and this report shall not be deemed an admission that he is the beneficial owner of such securities.
Remarks:
/s/ Shane M. Spradlin, by power of attorney06/03/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did PAG’s Roger Penske report on June 1, 2026?

Roger Penske reported that 27,598 shares of PAG common stock were withheld on June 1, 2026 to pay taxes on vested restricted stock, a routine compensation-related tax withholding rather than an open-market sale, at a reported price of $170.44 per share.

How many PAG shares were withheld for taxes and at what price?

A total of 27,598 PAG common shares were withheld to cover tax obligations at $170.44 per share. This reflects payment of tax liability on restricted stock that vested on June 1, 2026, instead of a discretionary market transaction or voluntary sale.

How many PAG shares does Roger Penske hold directly after this filing?

After the June 1, 2026 tax-withholding transaction, Roger Penske directly holds 152,379 shares of PAG common stock. This direct position is separate from his much larger indirect interests reported through Penske Automotive Holdings Corp. and Penske Corporation entities.

What indirect PAG shareholdings are associated with Roger Penske?

Indirect interests total 34,181,121 PAG shares, consisting of 33,688,936 shares held by Penske Automotive Holdings Corp. and 492,185 shares held by Penske Corporation. Penske disclaims beneficial ownership of these indirectly held securities except to the extent of any pecuniary interest.

Was the PAG Form 4 transaction a sale by Roger Penske on the open market?

The transaction was not an open-market sale. It is coded as an F transaction, meaning shares were delivered to pay taxes on vested restricted stock, so 27,598 shares were withheld by the issuer instead of being sold in the market.