Form 4: Penske Automotive Director Acquires Phantom Stock

Penske Automotive Group Director Greg C. Smith acquired 151 deferred stock units, increasing his beneficial ownership to 21,159 units.

Summary

• Greg C. Smith, a Director of Penske Automotive Group, Inc. (PAG), acquired 151 Deferred Stock Units (phantom stock).
• The transaction date for this acquisition was September 3, 2025.
• Each deferred stock unit represents one share of common stock.
• Following this acquisition, Mr. Smith beneficially owns a total of 21,159 Deferred Stock Units.
• These units become exercisable upon Mr. Smith's separation from service from the Company's Board of Directors.
• The transaction was made pursuant to a Rule 10b5-1(c) plan, indicating a pre-arranged trading plan.
• A Power of Attorney was granted by Greg C. Smith on July 24, 2025, authorizing Shane M. Spradlin, Jason T. Nichol, and Maggie Feher to file SEC forms on his behalf.

Sentiment

Score: 6

Explanation: Neutral to slightly positive. The acquisition of phantom stock by a director is a standard compensation practice, aligning interests. It's not a significant open market purchase but indicates continued involvement.

Positives

• The acquisition of deferred stock units by a director aligns insider interests with shareholder value over the long term.
• The transaction was made pursuant to a Rule 10b5-1(c) plan, indicating a pre-planned, non-discretionary transaction.

Future Outlook

The deferred stock units granted to Director Greg C. Smith will become exercisable upon his separation from service from the Company's Board of Directors, indicating a long-term retention incentive.

Industry Context

This transaction represents a routine executive compensation event for a director in the automotive retail industry, reflecting standard practices for aligning long-term interests.

Corporate Governance

Stakeholder Impact

• Shareholders: The grant of deferred stock units to a director aligns management's long-term interests with shareholder value.
• Employees: No direct impact on general employees.

Next Steps

• The deferred stock units will become exercisable upon Greg C. Smith's separation from service from the Company's Board of Directors.

Key Dates

Recommendation

This Form 4 reports a routine grant of deferred stock units to a director as part of their compensation, not an open market purchase or sale. While it indicates continued alignment of interests, it is not a significant event that would typically alter an investment thesis for Penske Automotive Group. Therefore, a 'hold' recommendation is appropriate as this filing alone does not provide new information warranting a change in investment stance.

Keywords

Penske Automotive Group, PAG, Greg C. Smith, Director, Deferred Stock Units, Phantom Stock, Insider Transaction, Form 4, SEC Filing, Executive Compensation, Rule 10b5-1