PENSKE AUTOMOTIVE GROUP, INC.

Current report

We have received an unsolicited, preliminary and non-binding proposal from our largest stockholders to acquire the shares of our common stock they do not already own. The outcome of this proposal is uncertain, may result in significant costs, and may impact the trading price and volatility of our common stock.

Current report

On July 22, 2026, our Board of Directors received an unsolicited, preliminary and non-binding proposal (the “Proposal”) from Penske Corporation, on behalf of itself and its wholly-owned subsidiary Penske Automotive Holdings Corp. (collectively, “PC”) and Mitsui & Co., Ltd., on behalf of itself and its wholly-owned subsidiary Mitsui & Co. (U.S.A.), Inc. (collectively, “Mitsui” and together with PC, the “PC-Mitsui Investors”), to acquire all outstanding shares of our common stock not already owned by them for cash consideration of $210.00 per share (the “Transaction”). The PC-Mitsui Investors currently beneficially own, collectively, approximately 72.6% of our outstanding common stock. In response to the Proposal, our Board established a special committee of disinterested and independent directors (the “Special Committee”), authorized to retain its own legal and financial advisors, to evaluate the Proposal. There can be no assurance as to whether any agreement relating to the proposed Transaction or any similar or other transaction will be reached, or that any Transaction or any similar or other transaction will be pursued, approved, or consummated, or as to its terms. The Proposal is an expression of interest only and may be withdrawn or modified at any time. The Special Committee may decline to recommend or may terminate its consideration of the Transaction or any transaction at any time, and any transaction remains subject to numerous factors beyond our control, including market conditions, industry trends, regulatory developments, and litigation. We may also incur significant costs in connection with the evaluation of, and response to, the Proposal, regardless of whether it results in any transaction. The outcome of the proposed Transaction may contribute to fluctuations in the trading price and trading volume of our common stock.

Previous report

Other Regulatory Issues. We are subject to a wide variety of regulatory activities and oversight, including:

Previous report

Governmental regulations, claims, and legal proceedings. Governmental regulations affect almost every aspect of our business, including the fair treatment of our employees, wage and hour issues, and our financing activities with customers. We could be susceptible to claims or related actions if we fail to operate our business in accordance with applicable laws or it is determined that our long-standing compensation methods or other practices did not comply with local laws. Many laws and regulations applicable to our business were adopted prior to the introduction of online vehicle sales, the Internet and certain digital technology, generally. As a result, we are tasked with maintaining compliance in an uncertain regulatory environment. Claims arising out of actual or alleged violations of law which may be asserted against us or any of our dealers by individuals, through class actions, or by governmental entities in civil or criminal investigations and proceedings, may expose us to substantial monetary damages which may adversely affect us.

Previous report

Our financing activities with customers are subject to truth-in-lending, consumer leasing, equal credit opportunity, and similar regulations as well as motor vehicle finance laws, installment finance laws, insurance laws, usury laws, and other installment sales laws. In the U.K., the Financial Conduct Authority (the "FCA") regulates financial services firms and financial markets, including our activities in acting as broker of vehicle financing. The FCA has reviewed the vehicle finance industry concerning certain practices which, in the FCA’s determination, may have been unfair to customers, including with respect to vehicle financing commission disclosures. On March 30, 2026, the FCA issued its final industry-wide motor finance consumer redress program of action (the “Program”) requiring lenders to compensate customers whose financing arrangements are deemed unfair because they involved an undisclosed discretionary commission arrangement, undisclosed high levels of commission paid to dealers, or an undisclosed exclusivity or similar arrangement between the lender and broker, in each case subject to exceptions. Under the Program, lenders bear primary responsibility for identifying affected customers, assessing potential liability, and administering and paying redress to customers. Dealers who acted as brokers are required to support lenders by providing relevant documentation and information necessary for lenders to implement the Program. Although the Program is subject to potential legal challenges, implementation is set to begin June 30, 2026, and by the FCA’s estimate, is expected to result in £9.1 billion in total costs for lenders. We will be subject to administrative obligations in connection with the Program, and it is possible that lenders could seek to recover or directly or indirectly offset all or a portion of their redress obligations under the Program from dealers, including under existing dealer-lender agreements, through increased reserve requirements, or by reducing or eliminating future commissions payable to dealers. As a result, the Program could materially and adversely affect our business and results of operations.

Previous report

Tariff and trade risk. During 2025 and continuing into 2026, the U.S. enacted various tariffs on automobiles, automobile parts, and medium- and heavy-duty trucks and related parts which have impacted certain of our automotive and commercial vehicle suppliers, as well as our and PTS' operations. These tariffs have impacted the retail price of vehicles sold by us and used in the operations of PTS. In February 2026, the U.S. Supreme Court ruled that certain tariffs imposed under the International Emergency Economic Powers Act (IEEPA) were not authorized under that statute, although the ruling did not disturb other previously enacted tariffs. Developments regarding U.S. trade policy and the applicability and impact of tariffs on vehicles, trucks and parts we sell remain fluid. It also remains difficult to assess how these tariffs will affect our business and results of operations, particularly as each manufacturer has responded differently to the impact of tariffs with some increasing retail prices and some absorbing more of the tariff cost. Moreover, many manufacturers have announced plans to relocate production to the U.S. to mitigate the impact of the tariffs, although the timelines and implementation of such relocation plans remains uncertain. Existing or subsequently announced tariffs affecting the automotive or transportation industry may increase our cost of acquiring vehicles, trucks and parts, as well as our inventory carrying costs. This may lead to increased prices for consumers, which may decrease consumer demand and negatively impact revenue and gross profit with respect to the sale of new vehicles, trucks and related parts, particularly in light of the prolonged recessionary freight rate environment.

Previous report

In October 2025, the Dutch government invoked emergency powers to seize control of Nexperia, a subsidiary of a Chinese company and an important supplier of basic chips used in vehicles, prompting the Chinese government to ban exports of the company's finished products. This shortage impacted several manufacturers, most notably, Honda, who experienced reduced production in the fourth quarter of 2025. In September 2025, a fire at a major U.S. aluminum production facility caused significant damage which impacted supplies to various manufacturers. Rare earth minerals are broadly used within the vehicle supply chain. Trade tensions have resulted in China threatening to withhold some of those minerals. These and other events could affect the timing of new vehicle deliveries to our dealerships, which may materially and adversely affect us.

Previous report

Changes or increases in tariffs, trade restrictions, the negotiation of new trade agreements, non-tariff trade barriers (such as those imposed on Nexperia noted above), local content requirements, uncertainty surrounding global trade policies, and the imposition of retaliatory tariffs or trade barriers against certain countries or covering certain products, including vehicles and parts, may affect our competitive position and negatively impact our gross profit with respect to affected vehicles and parts. The ultimate impact of any tariffs on our business and results of operations is uncertain and will depend on various factors, including whether such tariffs are maintained and/or implemented, the scope and nature of applicable exemptions, the duration of the tariffs and the timing of their implementation, the amount, scope, and nature of the tariffs, and the related responses from impacted countries, manufacturers, and/or consumers.

Previous report

Changes in law. New laws and regulations at the state and federal level may be enacted which could materially adversely impact our business. For example, in October 2025, California adopted the "California Combating Auto Retail Scams Act", which will change the way vehicles are advertised and sold in California. The rule, which takes effect in October 2026, mandates a new three-day right to return for certain used vehicles, requires that ads and first customer written communications about a specific vehicle include a "total vehicle price", and expands record retention and customer disclosure requirements. Moreover, in April 2026, the Federal Trade Commission ("FTC") notified auto dealers in the U.S. that the FTC's interpretation of existing rules requires auto dealers to advertise vehicle prices excluding only taxes and government fees, contrary to general industry practice. The California rule noted above or similar state laws will likely complicate the transaction process and increase our compliance costs and risk, among other effects, which could increase our customers costs and have a significant and adverse effect on us.