Penske Automotive Group Files 8-K with Material Agreement

TL;DR

Penske Automotive Group just filed an 8-K for a material definitive agreement - big news incoming.

AI Summary

On November 19, 2025, Penske Automotive Group, Inc. filed an 8-K report detailing a material definitive agreement. The filing also included Regulation FD disclosures and financial statements/exhibits, indicating significant corporate activity or updates.

Why It Matters

This filing signals a significant corporate event for Penske Automotive Group, potentially impacting its business operations, financial standing, or strategic direction.

Risk Assessment

Risk Level: medium — Material definitive agreements can introduce new risks or opportunities that may affect the company's future performance.

Key Players & Entities

• Penske Automotive Group, Inc. (company) — Registrant
• November 19, 2025 (date) — Date of Report
• 248-648-2500 (phone_number) — Registrant's telephone number
• 22-3086739 (tax_id) — I.R.S. Employer Identification No.
• 1-12297 (file_number) — Commission File Number

FAQ

Key Financial Figures

• $0.0001 — istered Voting Common Stock, par value $0.0001 per share PAG New York Stock Exchange
• $519,423,000 — price under the Purchase Agreement was $519,423,000 (the "Purchase Price"), including $47,6
• $47,673,000 — 3,000 (the "Purchase Price"), including $47,673,000 for the estimated net worth (tangible a
• $363,596,100 — t-closing adjustments. The Company paid $363,596,100 of the Purchase Price in cash and $155,
• $155,826,900 — 6,100 of the Purchase Price in cash and $155,826,900 pursuant to a 4.5% senior subordinated
• $245,000 — lease requires a base rental payment of $245,000 per month (or $4,655,000 from December
• $4,655,000 — ental payment of $245,000 per month (or $4,655,000 from December 1, 2025 through the remai
• $246,786 — ndlord is owed a base rental payment of $246,786 per month (or $4,688,592 from December
• $4,688,592 — ental payment of $246,786 per month (or $4,688,592 from December 1, 2025 through the remai
• $174,088 — quires a current base rental payment of $174,088 per month, subject to an increase on Ju
• $17,971,000 — e base rental payments of approximately $17,971,000 from December 1, 2025 through the remai
• $154,500 — quires a current base rental payment of $154,500 per month, subject to an increase on Ju
• $22,093,500 — e base rental payments of approximately $22,093,500 from December 1, 2025 through the remai
• $98.4 million — bly practicable. In 2024, we received $98.4 million from PTS in pro rata cash distributions
• $3.7 million — the United States and Canada generating $3.7 million in net commissions to PTG in 2024. We c

Filing Documents

• pag-20251119.htm (8-K) — 60KB
• pr-penskeautomotivepmg.htm (EX-99.1) — 17KB
• image_0.jpg (GRAPHIC) — 204KB
• 0001628280-25-053042.txt ( ) — 486KB
• pag-20251119.xsd (EX-101.SCH) — 2KB
• pag-20251119_lab.xml (EX-101.LAB) — 21KB
• pag-20251119_pre.xml (EX-101.PRE) — 12KB
• pag-20251119_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On November 19, 2025, a wholly owned subsidiary of Penske Automotive Group, Inc. (the "Company") purchased all of the membership interests of Penske Motor Group, LLC and thereby acquired four franchised automotive dealerships: Longo Toyota and Longo Lexus located in El Monte, California, Lexus Stevens Creek located in Stevens Creek, California, and Longo Toyota of Prosper located in Prosper, Texas (collectively, the "Dealerships"). This transaction was completed via a Membership Interests Purchase Agreement (the "Purchase Agreement") by and among (i) GWOOD 2 LLC ("GWood"), (ii) Penske Automotive Holdings Corp. ("PAHC"), (iii) Douglas Eroh (collectively with GWood and PAHC, "Seller Owners"), (iv) PMG 1 Holdings, LLC ("Seller," and together with Seller Owners, the "Seller Group"), (v) Penske Motor Group, LLC ("PMG"), (vi) D. Longo, LLC ("D. Longo"), (vii) El Monte Automotive Group, LLC ("EMAG"), (viii) S J Automotive, LLC ("SJA"), (ix) LTP Automotive, LLC ("LTPA", and, collectively with D. Longo, EMAG and SJA, the "Operating Companies"; PMG and the Operating Companies are collectively referred to as the "Group Companies") and (x) PAG TL1, LLC, our wholly owned subsidiary ("Buyer"). Seller, the holding company of PMG and the four Dealerships, is owned 5% by Mr. Eroh, 25.65% by PAHC, a wholly owned subsidiary of Penske Corporation (as further discussed below), and 69.35% by GWood, which is owned by an affiliate of Greg Penske (the Vice Chair of our Board of Directors (the "Board") and the son of Roger S. Penske, our Chair and Chief Executive Officer, as further discussed below). The aggregate purchase price under the Purchase Agreement was $519,423,000 (the "Purchase Price"), including $47,673,000 for the estimated net worth (tangible assets and liabilities) of PMG as of the closing date (the "Estimated Net Worth"), subject to certain post-closing adjustments. The Company paid $363,596,100 of the Purchase Price i

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On November 19, 2025, we issued a press release announcing the transaction set forth above pursuant to a press release furnished as Exhibit 99.1.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit Index Exhibit No. Description 99.1 Press Release dated November 19, 2025. 104 Cover Page Interactive Data File (formatted as inline XBRL).

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Penske Automotive Group, Inc. November 19, 2025 By: /s/ Shane M. Spradlin Name: Shane M. Spradlin Title: Executive Vice President