PENSKE AUTOMOTIVE GROUP, INC.

Cautionary Statement Regarding Forward-Looking Statements

This communication may include statements that are not statements of historical fact, or "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, including with respect to the Company's financial performance, expectations, acquisition activity, future plans and future revenues, and with respect to the Proposed Transaction. In many cases, you can identify forward-looking statements by terminology such as "may," "should," "expects," "intends," "plans," "anticipates," "believes," "estimates," "predicts," "potential," "continue" or the negative of such terms and other comparable terminology. There may also be other statements of expectations, beliefs, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. Readers are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, many of which are difficult to predict and are generally outside the Company's and Buyer's control, that could cause actual performance or results to differ materially from those expressed in, or implied or projected by, the forward-looking statements. With respect to the Proposed Transaction, such forward-looking statements include, but are not limited to: the ability of Buyer and the Company to complete the transactions contemplated by the Merger Agreement, including the parties' ability to satisfy the conditions set forth in the Merger Agreement; the ability of Buyer to finance the per share merger consideration; statements about the expected timetable for completing the Proposed Transaction, and Buyer's and the Company's beliefs and expectations and statements about the benefits sought to be achieved in Buyer's proposed acquisition of the Company; the potential effects of the Proposed Transaction on each of Buyer and the Company; as well as the possibility of any termination of the Merger Agreement. These statements are based upon the current beliefs and expectations of Buyer's and the Company's management and are subject to significant risks and uncertainties. There can be no guarantees that the conditions to the closing of the Proposed Transaction will be satisfied on the expected timetable or at all. If underlying assumptions prove inaccurate or risks or uncertainties materialize, actual results may differ materially from those set forth in the forward-looking statements.

Risks and uncertainties with respect to the Proposed Transaction include, but are not limited to, uncertainties as to the closing of the Proposed Transaction, including the possibility that the Proposed Transaction may not be completed in a timely manner or at all, which could adversely affect the Company’s business and the market price of its common stock; the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement, including circumstances that could require the Company to pay Buyer a termination fee of $383.0 million; the possibility that various conditions to the consummation of the Proposed Transaction may not be satisfied or waived, including uncertainty as to how many of the Company’s unaffiliated stockholders will vote in favor of the Proposed Transaction; the ability to obtain necessary regulatory approvals or to obtain them on acceptable terms or within expected timing; the risk that any announcements relating to the Proposed Transaction could have adverse effects on the market price of the Company’s common stock, credit ratings or operating results; the risk that the market price of the Company’s common stock may fluctuate during the pendency of the Proposed Transaction and may decline significantly if the Proposed Transaction is not completed; the fact that the per share merger consideration is fixed and will not be adjusted for changes in the Company’s business, financial condition or operating results or in the market price of its common stock; the effects of disruption from the Proposed Transaction and the impact of the announcement and pendency of the Proposed Transaction on the Company’s business, including the ability of the Company to attract, retain and hire key personnel and to maintain relationships with manufacturers, customers, suppliers and others with whom the Company does business, employee departures, diversion of management’s time and attention from ordinary course business operations, negative publicity, competitive responses to the Proposed Transaction, or certain restrictions during the pendency of the Proposed Transaction that may impact the Company’s ability to pursue certain business opportunities or strategic transactions; provisions of the Merger Agreement that limit the Company’s ability to pursue alternatives to the Proposed Transaction, which could discourage a third party from making an alternative acquisition proposal; the risk that stockholder litigation in connection with the Proposed Transaction may prevent or delay the completion of the Proposed Transaction or may result in significant costs of defense, indemnification and liability; the risk that there may be significant transaction costs, which the Company will continue to incur whether or not the Proposed Transaction is completed, and other unexpected costs, charges or expenses resulting from the Proposed Transaction.

Other risks and uncertainties include, among others, those related to macro-economic, geo-political, and industry conditions and events, including their impact on sales of new and used vehicles, service and parts, and repair and maintenance services, the availability of consumer credit, changes in consumer demand, consumer confidence levels, fuel prices, demand for trucks to move freight with respect to PTS and Premier Truck Group, and other freight metrics such as spot rates or miles driven, personal discretionary spending levels, interest rates, foreign currency exchange rates, and unemployment rates; the Company's ability to obtain vehicles and parts from its manufacturers, especially in light of supply chain disruptions due to natural disasters, tariffs and non-tariff trade barriers, any shortages of vehicle components, international conflicts, challenges in sourcing labor, labor strikes, work stoppages, or other disruptions; the control the Company's manufacturer partners can exert over its operations and its reliance on them for various aspects of its business; risks to the Company's reputation and those of its manufacturer partners; changes in the retail model from direct sales by manufacturers, a transition to an agency model of sales, sales by online competitors, or from the expansion of electric vehicles; disruptions to the security and availability of the Company's information technology systems and those of its third-party providers, which systems are increasingly threatened by ransomware and other cyber-attacks; the effects of a pandemic on the global economy, including the Company's ability to react effectively to changing business conditions in light of any pandemic; the impact of tariffs targeting imported vehicles and parts, as well as changes or increases in tariffs, trade restrictions, trade disputes, or non-tariff trade barriers; the rate of inflation, including its impact on vehicle affordability; the Company's ability to consummate, integrate, and realize returns on its acquisitions; with respect to PTS, changes in the financial health of its customers, labor strikes, or work stoppages by its employees, a reduction in PTS' asset utilization rates, the cost of acquiring and the continued availability from truck manufacturers and suppliers of vehicles and parts for its fleet, including with respect to the effect of various regulations concerning its vehicle fleet, changes in the values of used trucks, which affect PTS' profitability on truck sales, and regulatory risks and related compliance costs; the Company's ability to realize returns on its significant capital investments in new and upgraded dealership facilities; the Company's ability to navigate a rapidly changing automotive and truck landscape; the Company's ability to respond to new or enhanced regulations in both its domestic and international markets relating to dealerships and vehicle sales, including those related to the sales process, emissions standards, or electrification; the success of the Company's distribution of commercial vehicles, engines, and power systems; natural disasters; recall initiatives or other disruptions that interrupt the supply of vehicles or parts to the Company; and the outcome of legal and administrative matters and other factors over which management has limited control.

Additional factors that could cause results to differ materially from those described in the forward-looking statements can be found in the Company's Annual Report on Form 10-K for the year ended December 31, 2025, its Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2026 and June 30, 2026, and its other filings made with the SEC. These and other filings made by the Company with the SEC are available at www.sec.gov.

The Company undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise, except to the extent required by law.

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