PAGNYSESEC EDGAREDGAR

PENSKE AUTOMOTIVE GROUP, INC.

Retail-Auto Dealers & Gasoline Stations·BLOOMFIELD HILLS, MI·FY end 12/31·CIK 1019849

Board of Directors

12 members · 7 independent · FY 2025
DirectorRoleTenureAgeCommitteesIndep.Annual fees
Lisa DavisDirector8y62AuditNCG$369,122
Wolfgang DürheimerDirector7y67Comp$330,000
Michael R. EisensonDirector32y70Executive$430,000
David HoogendoornDirector0y59Audit$405,833
Yosuke KawakamiDirector0y55
Robert H. Kurnick, Jr.Director19y64Executive
Greg PenskeDirector5y63
Roger S. PenskeChair and CEO26y89Executive
Sandra E. PierceDirector13y67CompNCG$447,750
Ray ScottDirector0y61Comp$403,333
Greg C. SmithDirector8y74Audit$455,000
H. Brian ThompsonLead Independent Director23y86CompNCG$457,400

Risk-factor diff

FY 2025 10-K vs. FY 2024
+167 new138 removed

Net-new paragraphs in the most recent 10-K's Item 1A. Companies rarely add risk language without a real reason — additions here are often a leading signal of management concerns.

NEW · FY 2025

Interest rate fluctuations affect the fair market value of our fixed rate debt, including our mortgages and certain seller financed promissory notes but with respect to such fixed rate debt instruments, do not impact our earnings or cash flows.

NEW · FY 2025

During the three months ended December 31, 2025, none of our directors or officers (as defined in Rule 16a-1(f) of the Exchange Act)

NEW · FY 2025

We have adopted securities trading policies and procedures applicable to all of our directors, officers, and employees. We also follow procedures for the repurchase of our own securities. We believe our securities trading policies and repurchase procedures are reasonably designed to promote compliance with insider trading laws, rules and regulations, and the applicable listing standards of the New York Stock Exchange. A copy of our

NEW · FY 2025

was filed with our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, and is incorporated by reference as Exhibit 19.1.

NEW · FY 2025

The following table provides details regarding the shares of common stock issuable upon the exercise of outstanding options, warrants, and rights granted under our equity compensation plans (including individual equity compensation arrangements) as of December 31, 2025. Our equity plan is described in more detail in Part II, Item 8, Note 13 of the Notes to our Consolidated Financial Statements appearing below in this report.

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Policies & disclosures

Clawback, anti-hedging, stock ownership, and related-party policies will populate from extracted proxy sections.