Form 4: Penske Director Acquires 100 Phantom Stock Units

Penske Automotive Group Director Sandra E. Pierce acquired 100 deferred stock units, increasing her beneficial ownership to 11,814 units.

Summary

• Sandra E. Pierce, a Director of Penske Automotive Group, Inc. (PAG), acquired 100 Deferred Stock Units (Phantom Stock) on December 2, 2025.
• Following this acquisition, Ms. Pierce beneficially owns a total of 11,814 Deferred Stock Units.
• The transaction was executed pursuant to a Rule 10b5-1(c) plan, indicating a pre-arranged trading plan.
• Each deferred stock unit is convertible on a one-for-one basis into shares of common stock.
• These units become exercisable upon Ms. Pierce's separation from service to the Company's Board of Directors.

Sentiment

Score: 7

Explanation: The acquisition of deferred stock units by a director, especially under a 10b5-1 plan, indicates continued alignment of interests with shareholders and is generally viewed as a neutral to slightly positive signal. No negative information was disclosed.

Positives

• An insider, Director Sandra E. Pierce, increased her beneficial ownership in the company, which can be viewed as a positive signal of confidence and alignment of interests.
• The acquisition was made under a Rule 10b5-1(c) plan, indicating a pre-scheduled, non-discretionary transaction.

Future Outlook

This filing is a report of a past insider transaction and does not contain any forward-looking statements or guidance regarding the company's future performance or outlook.

Industry Context

This transaction is an individual insider equity acquisition, primarily related to director compensation and ownership alignment, rather than a reflection of broader industry trends or competitive dynamics.

Related Party Transactions

• The acquisition of Deferred Stock Units by Director Sandra E. Pierce from Penske Automotive Group, Inc. represents a related party transaction, typical for executive and director compensation.

Stakeholder Impact

• Shareholders: The transaction increases the director's equity ownership, further aligning her interests with those of the shareholders.

Next Steps

• The Deferred Stock Units will become exercisable upon Sandra E. Pierce's separation from service to the Company's Board of Directors.

Key Dates

Recommendation

This Form 4 filing reports a routine, compensation-related acquisition of deferred stock units by a director under a pre-arranged plan. While insider buying can be a positive signal, this specific transaction type (phantom stock grant) is not typically indicative of a strong 'buy' signal for the stock. It primarily reflects ongoing director compensation and alignment of interests. No new fundamental information is presented to change an existing investment thesis, thus a 'hold' recommendation is appropriate.

Keywords

Penske Automotive Group, PAG, Insider Transaction, Form 4, Deferred Stock Units, Phantom Stock, Director Compensation, Equity Compensation