Form 8-K

8-K — PENSKE AUTOMOTIVE GROUP, INC.

Accession: 0001628280-26-035192

Filed: 2026-05-14

Period: 2026-05-13

CIK: 0001019849

SIC: 5500 (RETAIL-AUTO DEALERS & GASOLINE STATIONS)

Item: Submission of Matters to a Vote of Security Holders

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — pag-20260513.htm (Primary)

EX-99.1 (pr-penskeautomotivedividen.htm)

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8-K

8-K (Primary)

Filename: pag-20260513.htm · Sequence: 1

pag-20260513

0001019849FALSE00010198492026-05-132026-05-13

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported):

May 13, 2026

Penske Automotive Group, Inc.

(Exact name of registrant as specified in its charter)

Delaware

1-12297

22-3086739

(State or other jurisdiction

(Commission

(I.R.S. Employer

of incorporation)

File Number)

Identification No.)

2555 Telegraph Road,

Bloomfield Hills, Michigan

48302

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code:

248-648-2500

Not Applicable

Former name or former address, if changed since last report

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Voting Common Stock, par value $0.0001 per share

PAG

New York Stock Exchange

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07 Submission of Matters to a Vote of Security Holders.

The 2026 Annual Meeting of Stockholders of Penske Automotive Group, Inc. was held on May 13, 2026. At the Annual Meeting, all proposals were approved in accordance with the stockholder voting results noted below.

Proposal 1

The twelve director nominees named in our proxy statement were elected, each for a term expiring at the next Annual Meeting of Stockholders or until their successors are duly elected and qualified or until their earlier resignation or removal:

NOMINEE

FOR

WITHHELD

BROKER NON-VOTES

Lisa Davis

61,637,117

305,842

1,958,850

Wolfgang Dürheimer

61,879,677

63,282

1,958,850

Michael Eisenson

61,693,384

249,575

1,958,850

David Hoogendoorn

61,880,514

62,445

1,958,850

Yosuke Kawakami

61,667,907

275,052

1,958,850

Robert Kurnick, Jr.

61,292,021

650,938

1,958,850

Greg Penske

61,493,398

449,561

1,958,850

Roger Penske

61,560,617

382,342

1,958,850

Sandra Pierce

61,534,166

408,793

1,958,850

Ray Scott

61,870,174

72,785

1,958,850

Greg Smith

61,850,084

92,875

1,958,850

Brian Thompson

60,184,271

1,758,688

1,958,850

Proposal 2

The proposal to ratify the selection of Deloitte & Touche LLP as our independent auditing firm for the year ending December 31, 2026:

FOR

AGAINST

ABSTAIN

63,646,340

192,700

62,769

Proposal 3

The proposal to approve, on an advisory basis, our named executive officer compensation:

FOR

AGAINST

ABSTAIN

BROKER NON-VOTES

61,305,917

569,731

67,311

1,958,850

Item 8.01 Other Items.

On May 13, 2026, we issued a press release announcing that our Board of Directors declared a quarterly dividend in the amount of $1.42 per share, payable on June 3, 2026 to shareholders of record as of May 26, 2026. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Index

Exhibit No.

Description

99.1

Press Release dated May 13, 2026.

104

Cover Page Interactive Data File (formatted as inline XBRL).

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.

May 14, 2026

By:

/s/ Shane M. Spradlin

Name: Shane M. Spradlin

Title: Executive Vice President

EX-99.1

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Document

Exhibit 99.1

FOR IMMEDIATE RELEASE

PENSKE AUTOMOTIVE GROUP ANNOUNCES 22ND QUARTERLY DIVIDEND INCREASE

BLOOMFIELD HILLS, MI, May 13, 2026 -- Penske Automotive Group, Inc. (NYSE: PAG), a diversified international transportation services company and one of the world's premier automotive and commercial truck retailers, today announced that its Board of Directors has approved a quarterly dividend of $1.42 per share, representing an increase of $0.02 per share, or approximately 1.4%. This represents the Company’s 22nd consecutive quarterly increase. The dividend is payable June 3, 2026, to shareholders of record as of May 26, 2026.

“We are pleased to reward shareholders with another increase in the quarterly dividend”, said Penske Automotive Group President Robert H. Kurnick, Jr. “This dividend increase reflects the Company’s continued balanced approach to capital allocation, including dividends, share repurchases, and strategic acquisitions.”

About Penske Automotive

Penske Automotive Group, Inc., (NYSE: PAG) headquartered in Bloomfield Hills, Michigan, is a diversified international transportation services company and one of the world's premier automotive and commercial truck retailers. PAG operates dealerships in the United States, the United Kingdom, Canada, Germany, Italy, Japan, and Australia and is one of the largest retailers of commercial trucks in North America for Freightliner. PAG also distributes and retails commercial vehicles, diesel and gas engines, power systems, and related parts and services principally in Australia and New Zealand. PAG employs over 28,800 people worldwide. Additionally, PAG owns 28.9% of Penske Transportation Solutions ("PTS"), a business that employs nearly 41,000 people worldwide, manages one of the largest, most comprehensive and modern trucking fleets in North America with over 387,500 trucks, tractors, and trailers under lease, rental, and/or maintenance contracts and provides innovative transportation, supply chain, and technology solutions to its customers. PAG is a member of the S&P Mid Cap 400, Fortune 500, Russell 1000, and Russell 3000 indexes. For additional information, visit the Company's website at www.penskeautomotive.com.

Caution Concerning Forward Looking Statements

Statements in this press release may involve forward-looking statements, including forward-looking statements regarding Penske Automotive Group, Inc.'s financial performance, expectations, and future plans. Actual results may vary materially because of risks and uncertainties that are difficult to predict. These risks and uncertainties include, among others, our ability to complete customary acquisition closing conditions, 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 Penske Transportation Solutions ("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; our ability to obtain vehicles and parts from our 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 our manufacturer partners can exert over our operations and our reliance on them for various aspects of our business; risks to our reputation and those of our 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 our information technology systems and those of our third party providers, which systems are increasingly threatened by ransomware and other cyber-attacks; the effects of a pandemic on the global economy, including our 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; changes in interest rates and foreign currency exchange rates; our ability to consummate, integrate, and realize returns on our 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 values of used trucks which affects PTS' profitability on truck sales and regulatory risks and related compliance costs, our ability to realize returns on our significant capital investments in new and upgraded dealership facilities; our ability to navigate a rapidly changing automotive and truck landscape; our ability to respond to new or enhanced regulations in both our domestic and international markets relating to dealerships and vehicles sales, including those related to the sales process, emissions standards, or electrification; the success of our distribution of commercial vehicles, engines, and power systems; natural disasters; recall initiatives or other disruptions that interrupt the supply of vehicles or parts to us; the outcome of legal and administrative matters and other factors over which management has limited control. These forward-looking statements should be evaluated together with additional information about Penske Automotive Group's business, markets, conditions, risks, and other uncertainties, which could affect Penske Automotive Group's future performance. The risks and uncertainties discussed above are not exhaustive and additional risks and uncertainties are addressed in Penske Automotive Group's Form 10-K for the year ended December 31, 2025, its Form 10-Q for the quarterly period ended March 31, 2026, and its other filings with the Securities and Exchange Commission. This press release speaks only as of its date, and Penske Automotive Group disclaims any duty to update the information herein.

Inquiries should contact:

Shelley Hulgrave Anthony Pordon

Executive Vice President and Executive Vice President Investor Relations

Chief Financial Officer and Corporate Development

Penske Automotive Group, Inc. Penske Automotive Group, Inc.

248-648-2812 248-648-2540

shulgrave@penskeautomotive.com tpordon@penskeautomotive.com

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