NYSE: PAG

PENSKE AUTOMOTIVE GROUP, INC.

CIK 0001019849 · SIC 5500 · Auto Dealers & Gas Stations

Mega Revenue $31.8B Assets $18.5B as of Sep 6, 2026

We are a diversified international transportation services company and one of the world's premier automotive and commercial truck retailers. We operate dealerships in the United States, the United Kingdom, Canada, Germany, Italy, Japan, and Australia, and we are one of the largest retailers of… About this business →

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8-K Filed Aug 10, 2026 · Period ending Aug 10, 2026 Red flag

Penske Automotive receives $210/share take-private proposal from controlling shareholders

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10-Q Filed Jul 30, 2026 · Period ending Jun 30, 2026

revenue $8.51B, net income $260.4M. Q2 revenue +6.0%

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8-K Filed Jul 29, 2026 · Period ending Jul 29, 2026

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8-K Filed Jul 23, 2026 · Period ending Jul 23, 2026

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8-K Filed Jul 22, 2026 · Period ending Jul 22, 2026

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8-K Filed May 14, 2026 · Period ending May 13, 2026

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10-Q Filed Apr 30, 2026 · Period ending Mar 31, 2026

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10-K Filed Feb 27, 2026 · Period ending Dec 31, 2025

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10-Q Filed Jul 31, 2025 · Period ending Jun 30, 2025

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10-K Filed Feb 21, 2025 · Period ending Dec 31, 2024

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424B5 Filed May 26, 2021

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424B5 Filed May 25, 2021

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424B5 Filed Aug 5, 2020

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Latest financial statements

From 10-Q filed Jul 30, 2026 (period ending Jun 30, 2026). As printed on the EDGAR/iXBRL face — not generated by the model.

As filed

Consolidated Condensed Statements of Income

(In millions, except per share amounts)

Description Three months ended June 30, 2026 (unaudited) Three months ended June 30, 2025 Six months ended June 30, 2026 Six months ended June 30, 2025
Revenue:
Retail automotive dealership 7,301.0 6,887.7 14,268.1 13,806.3
Retail commercial truck dealership 927.8 943.6 1,622.4 1,767.3
Commercial vehicle distribution and other 283.9 201.2 485.8 412.7
Total revenues 8,512.7 8,032.5 16,376.3 15,986.3
Cost of sales:
Retail automotive dealership 6,144.5 5,723.3 11,986.6 11,505.7
Retail commercial truck dealership 785.0 800.0 1,351.4 1,482.7
Commercial vehicle distribution and other 226.2 157.0 381.9 324.3
Total cost of sales 7,155.7 6,680.3 13,719.9 13,312.7
Gross profit 1,357.0 1,352.2 2,656.4 2,673.6
Selling, general, and administrative expenses 974.0 943.8 1,939.6 1,895.2
Depreciation 45.4 43.1 90.2 83.7
Operating income 337.6 365.3 626.6 694.7
Floor plan interest expense (38.5) (43.8) (76.6) (85.8)
Other interest expense (33.1) (21.6) (61.5) (44.1)
Gain on sale of dealerships 30.5 90.9 52.3
Equity in earnings of affiliates 57.3 53.6 98.1 86.9
Income before income taxes 353.8 353.5 677.5 704.0
Income taxes (92.6) (86.0) (181.4) (178.1)
Net income 261.2 267.5 496.1 525.9
Less: Income attributable to non-controlling interests 0.8 0.9 1.2 1.6
Net income attributable to Penske Automotive Group common stockholders 260.4 266.6 494.9 524.3
Basic earnings per share attributable to Penske Automotive Group common stockholders:
Net income attributable to Penske Automotive Group common stockholders 3.96 4.03 7.53 7.89
Shares used in determining basic earnings per share 65.7 66.2 65.8 66.5
Diluted earnings per share attributable to Penske Automotive Group common stockholders:
Net income attributable to Penske Automotive Group common stockholders 3.96 4.03 7.52 7.89
Shares used in determining diluted earnings per share 65.7 66.2 65.8 66.5
Amounts attributable to Penske Automotive Group common stockholders:
Net income 261.2 267.5 496.1 525.9
Less: Income attributable to non-controlling interests 0.8 0.9 1.2 1.6
Net income attributable to Penske Automotive Group common stockholders 260.4 266.6 494.9 524.3
Cash dividends per share 1.42 1.26 2.82 2.48

Consolidated Condensed Balance Sheets

(In millions, except share and per share amounts)

Description June 30, 2026 (Unaudited) December 31, 2025
ASSETS
Cash and cash equivalents 69.5 64.7
Accounts receivable, net of allowance for doubtful accounts of $5.6 and $6.9 1,061.9 1,070.3
Inventories 5,109.7 4,814.7
Other current assets 269.9 242.9
Total current assets 6,511.0 6,192.6
Property and equipment, net 3,289.8 3,224.6
Operating lease right-of-use assets 2,493.2 2,543.8
Goodwill 2,813.6 2,435.7
Other indefinite-lived intangible assets 1,294.3 1,164.2
Equity method investments 1,974.5 1,923.7
Other long-term assets 108.9 113.1
Total assets 18,485.3 17,597.7
LIABILITIES AND EQUITY
Floor plan notes payable 2,700.7 2,532.8
Floor plan notes payable non-trade 1,664.4 1,561.5
Accounts payable 915.2 899.8
Accrued expenses and other current liabilities 1,017.3 930.0
Current portion of long-term debt 377.3 355.0
Total current liabilities 6,674.9 6,279.1
Long-term debt 2,118.7 1,810.5
Long-term operating lease liabilities 2,389.8 2,461.5
Deferred tax liabilities 1,207.5 1,200.4
Other long-term liabilities 261.0 265.3
Total liabilities 12,651.9 12,016.8
Commitments and contingent liabilities (Note 10)
Equity
Penske Automotive Group stockholders' equity:
Preferred Stock, $0.0001 par value; 100,000 shares authorized; none issued and outstanding
Common Stock, $0.0001 par value, 240,000,000 shares authorized; 65,662,873 shares issued and outstanding at June 30, 2026; 65,760,464 shares issued and outstanding at December 31, 2025
Non-voting Common Stock, $0.0001 par value; 7,125,000 shares authorized; none issued and outstanding
Class C Common Stock, $0.0001 par value; 20,000,000 shares authorized; none issued and outstanding
Additional paid-in capital
Retained earnings 6,031.8 5,750.1
Accumulated other comprehensive loss (216.5) (187.7)
Total Penske Automotive Group stockholders' equity 5,815.3 5,562.4
Non-controlling interest 18.1 18.5
Total equity 5,833.4 5,580.9
Total liabilities and equity 18,485.3 17,597.7

Consolidated Condensed Statements of Cash Flows

(In millions)

Description Six months ended June 30, 2026 (unaudited) Six months ended June 30, 2025
Operating Activities:
Net income 496.1 525.9
Adjustments to reconcile net income to net cash from operating activities:
Depreciation 90.2 83.7
Earnings of equity method investments, net of distributions (77.6) (70.2)
Deferred income taxes 7.5 (43.9)
Stock-based compensation 15.8 16.9
Gain on sale of dealerships (90.9) (52.3)
Changes in operating assets and liabilities:
Accounts receivable 10.8 (7.1)
Inventories (335.0) (16.9)
Other current assets (26.7) (14.4)
Floor plan notes payable 207.9 18.9
Accounts payable and accrued expenses 94.4 40.9
Other 26.6 18.7
Net cash provided by operating activities 419.1 500.2
Investing Activities:
Purchases of property, equipment, and improvements (134.9) (157.6)
Proceeds from sale of dealerships 150.7 79.2
Proceeds from sale of property and equipment 24.2 20.5
Proceeds from sale of equity method investment 16.0
Acquisitions net, including repayment of sellers' floor plan notes payable of $15.0 and $0.0, respectively (669.7)
Other (1.4) (3.2)
Net cash used in investing activities (631.1) (45.1)
Financing Activities:
Proceeds from borrowings under revolving U.S. credit agreement and mortgage facilities 2,651.3 2,354.5
Repayments under revolving U.S. credit agreement and mortgage facilities (2,299.6) (2,450.1)
Net cash borrowings (repayments) of other debt 8.3 (15.0)
Repayments of related party promissory note (26.0)
Net borrowings of floor plan notes payable non-trade 114.4 43.9
Repurchases of common stock (26.3) (111.2)
Payments of tax withholding for stock-based compensation (16.2) (22.1)
Dividends (186.2) (165.4)
PMG distributions to partners (20.1)
Payment of debt issuance costs (1.0) (0.6)
Other (1.3)
Net cash provided by (used in) financing activities 217.4 (386.1)
Effect of exchange rate changes on cash and cash equivalents (0.6) 6.6
Net change in cash and cash equivalents 4.8 75.6
Cash and cash equivalents, beginning of period 64.7 83.6
Cash and cash equivalents, end of period 69.5 159.2
Supplemental disclosures of cash flow information:
Cash paid for:
Interest 139.3 132.5
Income taxes 157.2 181.3

Amounts as printed on the EDGAR/iXBRL face — (In millions, except per share amounts); (In millions, except share and per share amounts); (In millions). Labels, columns, and figures are the filing face, not a GAAP stencil. Interactive statements & notes on EDGAR ↗

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About PENSKE AUTOMOTIVE GROUP, INC.

Source: Item 1 (Business) from the 10-K filed February 27, 2026. Description as filed by the company with the SEC.

Item 1. Business

We are a diversified international transportation services company and one of the world's premier automotive and commercial truck retailers. We operate dealerships in the United States, the United Kingdom, Canada, Germany, Italy, Japan, and Australia, and we are one of the largest retailers of commercial trucks in North America for Freightliner. We also distribute and retail commercial vehicles, diesel and gas engines, power systems, and related parts and services principally in Australia and New Zealand. We employ over 27,700 people worldwide. Additionally, we own 28.9% of Penske Transportation Solutions, a business that employs over 42,000 people worldwide, manages one of the largest, most comprehensive and modern trucking fleets in North America with over 396,600 trucks, tractors, and trailers under lease, rental, and/or maintenance contracts, and provides innovative transportation, supply chain, and technology solutions to its customers.

Business Overview

In 2025, our business generated $31.8 billion in total revenue, which is comprised of approximately $27.5 billion from retail automotive dealerships, $3.4 billion from retail commercial truck dealerships, and $922.6 million from commercial vehicle distribution and other operations. We generated $5.2 billion in gross profit, which is comprised of $4.5 billion from retail automotive dealerships, $542.3 million from retail commercial truck dealerships, and $192.3 million from commercial vehicle distribution and other operations.

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Retail Automotive. We are one of the largest global automotive retailers as measured by the $27.5 billion in total retail automotive dealership revenue we generated in 2025. We are diversified geographically with 61% of our total retail automotive dealership revenues in 2025 generated in the U.S. and Puerto Rico and 39% generated outside of the U.S. We offer over 40 vehicle brands with 71% of our retail automotive franchised dealership revenue generated from premium brands, such as Audi, BMW, Land Rover, Lexus, Mercedes-Benz, and Porsche, and 23% of revenue generated from volume non-U.S. brands such as Toyota and Honda in 2025. As of December 31, 2025, we operated 365 retail automotive franchised dealerships, of which 148 are located in the U.S. and 217 are located outside of the U.S., principally in the U.K. As of December 31, 2025, we also operated 15 used vehicle dealerships, with six dealerships in the U.S. operating under the brand name CarShop, eight dealerships in the U.K. operating under the brand name Sytner Select, and one dealership in Australia operating under the brand name Penske Select. We retailed and wholesaled, including agency units, more than 583,000 vehicles in 2025.

In addition to selling new and used vehicles, we generate higher-margin revenue at each of our dealerships through maintenance and repair services, the sale and placement of third-party finance and insurance products, third-party extended service and maintenance contracts, replacement and aftermarket automotive products, and at certain of our locations, collision repair services. We operate our franchised dealerships under franchise agreements with a number of automotive manufacturers and distributors that are subject to certain rights and restrictions typical of the industry. Some of our dealerships in the U.K. and Europe operate under an agency model where we receive a fee for facilitating the sale by the manufacturer of a new vehicle but do not hold the vehicle in inventory. Vehicles sold under this agency model are counted as new agency units sold instead of new retail units sold by us, and only the fee we receive from the manufacturer, not the price of the vehicle, is reported as new revenue with no corresponding cost of sale.

During 2025, in the U.S. we sold four retail automotive franchises, closed one retail automotive franchise, and opened one retail automotive franchise. In addition, on November 19, 2025, we acquired Penske Motor Group, LLC ("PMG"), representing two Lexus brand locations and one Toyota brand location in California and one Toyota brand location in Texas, including Longo Toyota, the largest Toyota brand dealership in the U.S. This acquisition was accounted for as a transaction between entities under common control. Please refer to Part II, Item 8, Note 1 and Note 12 for further details. In the U.K., we sold one used vehicle dealership and opened eight retail automotive franchises at existing Sytner Select locations, representing the Geely and Chery brands, and opened two Skoda points at existing VW brand dealerships. We also acquired a Ferrari brand dealership in Modena, Italy, and opened a BYD franchise in Germany. During 2025, in aggregate, we acquired or opened dealerships representing approximately $1.6 billion in expected annualized revenue, of which $1.5 billion is related to our acquisition of PMG, and disposed of dealerships representing approximately $408.5 million of expected annualized revenue. In February 2026, we acquired Lexus of Orlando and Lexus of Winter Park, both located in the Orlando metropolitan area of Central Florida.

We believe our diversified retail automotive income streams help to mitigate the historical cyclicality found in some elements of the automotive sector. Revenues from higher margin service and parts sales include warranty work, customer-

paid work, rapid repair, collision repair services, and wholesale parts sales. Service and parts sales are typically less cyclical than retail vehicle sales and generate the largest part of our retail automotive gross profit.

The following graphics show the percentage of our total retail automotive dealership revenues by product type and their respective contribution to our retail automotive gross profit:

Retail Commercial Truck Dealership. We operate Premier Truck Group ("PTG"), a heavy- and medium-duty retail truck dealership group offering primarily Freightliner and Western Star trucks (both Daimler brands), with locations across 10 U.S. states and the Canadian provinces of Ontario and Manitoba. As of December 31, 2025, PTG operated 45 locations selling new and/or used trucks, performing service and parts operations, or offering collision repair services. We retailed and wholesaled 19,239 new and used trucks in 2025.

While our retail commercial truck business benefits from diversified income streams similar to those of the retail automotive sector, there are several key differences. As exhibited in the following charts, a greater part of our gross profit is derived from the sale of service and parts in the retail truck business given the large volume of parts business, in many cases, to fleet customers. In addition, the commercial truck business has a historically lower selling, general, and administrative expense as a percentage of gross profit as compared to retail automotive as approximately 68% of PTG's gross profit is attributable to higher margin service and parts compared to retail automotive which is approximately 44%. The following graphics show the percentage of our total retail commercial truck dealership revenues by product type and their respective contribution to our retail commercial truck gross profit:

Penske Australia. Penske Australia is the exclusive importer and distributor of Western Star heavy-duty trucks (a Daimler brand), MAN heavy- and medium-duty trucks and buses (a VW Group brand), and Dennis Eagle refuse collection vehicles, together with associated parts, across Australia, New Zealand, and portions of the Pacific. In most of these same markets, we are also a leading distributor of diesel and gas engines and power systems, principally representing MTU (a Rolls-Royce solution), Detroit Diesel, Allison Transmission, and Bergen Engines. Penske Australia offers products across the on- and off-highway markets, including in the trucking, mining, power generation, energy solutions, defense, marine, rail, and construction sectors and supports full parts and aftersales service through a network of branches, field service locations, and dealers across the region. We also own and operate three Porsche dealerships in Melbourne, Australia which results are included within our retail automotive segment described above.

Penske Transportation Solutions. We hold a 28.9% ownership interest in Penske Truck Leasing Co., L.P. ("PTL"). PTL is owned 41.1% by Penske Corporation, 28.9% by us, and 30.0% by Mitsui & Co., Ltd. ("Mitsui"). We account for our investment in PTL under the equity method, and we therefore record our share of PTL's earnings on our statements of income under the caption "Equity in earnings of affiliates," which also includes the results of our other equity method investments. Penske Transportation Solutions ("PTS") is the universal brand name for PTL's various businesses, which articulates the breadth of their services. PTS is capable of meeting customers' needs across the supply chain with a broad product offering that includes full-service truck leasing, truck rental, and contract maintenance along with logistics services, such as dedicated contract carriage, distribution center management, supply chain management, and dry van truckload carrier services.

Outlook/Recent Developments

Tariffs. During 2025, the U.S. enacted various tariffs on automobiles, automobile parts, medium- and heavy-duty trucks and truck parts which impacted each of our automotive and commercial vehicle suppliers, as well as our and PTS' operations. In February 2026, the Supreme Court ruled recent tariffs under the International Emergency Economic Powers Act (IEEPA) were unconstitutional though the Trump Administration has noted its intention to pursue further tariffs under a different authority. The policies and announcements regarding tariffs remain fluid, and we continue to monitor the impact of tariffs on our business and results of operations. For an additional discussion of certain risks associated tariffs, see