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Special Committee of Penske Automotive Group retains financial and legal advisors in connection with take private proposal. Aug 10, 2026, 16:05 ET BLOOMFIELD HILLS, Mich., Aug. 10, 2026 /PRNewswire/ - Penske Automotive Group, Inc. (the "Company" or "PAG") (NYSE: PAG), a diversified international transportation services company and one of the world's premier automotive and commercial truck retailers, today announced that the special committee of independent and disinterested directors (the "Special Committee") of the Company's Board of Directors (the "Board") has retained Moelis & Company LLC to act as its independent financial advisor and Paul, Weiss, Rifkind, Wharton & Garrison LLP to act as its independent legal counsel. As previously announced, the Board established the Special Committee to review and consider the unsolicited, preliminary and non-binding proposal received by the Board on July 22, 2026 from Penske Corporation and Mitsui & Co., Ltd. to acquire the remaining shares of the Company's common stock that they and their affiliates do not currently own for cash consideration of $210 per share (the "Proposal"). There can be no assurance as to whether an agreement relating to the Proposal or any proposed transaction will be reached or as to the terms thereof if an agreement is reached. The Company does not intend to comment further or disclose any developments regarding the Proposal unless and until it deems further disclosure is appropriate or required. The Company's shareholders do not need to take any action at this time. 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 28,600 people worldwide. Additionally, PAG owns 28.9% of Penske Transportation Solutions ("PTS"), a business that employs over 40,000 people worldwide, manages one of the largest, most comprehensive and modern trucking fleets in North America with over 379,200 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, whether and on what terms any transaction will be consummated, 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; 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 vehicle 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; risks and uncertainties relating to an unsolicited, preliminary and non-binding take private proposal received from Penske Corporation and Mitsui & Co., Ltd. and their affiliates to acquire all of the shares of the Company not already owned by them, including the possibility that any such transaction may not be pursued, approved, or consummated on the proposed terms, within any anticipated timeframe, or at all; 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 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 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 | | [email protected] | [email protected] | SOURCE Penske Automotive Group, Inc.

Penske Automotive Group Q2 earnings call highlights. July 30, 2026 Key points. * Second-quarter revenue rose 6% to $8.5 billion, with adjusted EPS of $3.62 excluding dealership-sale gains. Retail automotive, international operations and service-and-parts growth supported results. * Penske reported improving commercial-truck demand: North American Class 8 orders surged 170%, Premier Truck Group's backlog reached about 10,400 units, and management expects roughly 10,000 truck deliveries in the second half of 2026. * The board formed a special committee to review an unsolicited, non-binding proposal from Penske Corporation and Mitsui to acquire remaining shares for $210 per share in cash; the committee will retain independent legal and financial advisers. * MarketBeat previews top five stocks to own in August. Penske Automotive Group NYSE: PAG reported second-quarter 2026 revenue of $8.5 billion, up 6% from a year earlier, as the dealership group cited growth in retail automotive, commercial trucks and international operations. The company also disclosed that its board has formed a special committee of independent directors to evaluate an unsolicited proposal from Penske Corporation and Mitsui & Co. to acquire the shares they do not already own for $210 per share in cash. Anthony Pordon, executive vice president of investor relations and corporate development, said the proposal is preliminary and non-binding. The special committee is authorized to hire its own legal and financial advisers. The company said it would not provide further comment or take questions on the matter during the earnings call. For the quarter, Penske Automotive reported earnings before taxes of $354 million, net income of $260 million and earnings per share of $3.96. Results included about $30 million from gains on dealership sales. Excluding that gain, adjusted income before taxes was $323 million, adjusted net income was $238 million and adjusted earnings per share was $3.62. Retail automotive results. Chairman and CEO Roger Penske said the company delivered 125,000 new and used vehicles during the quarter, along with more than 5,400 new and used commercial trucks. Same-store retail new and used vehicle units increased 5% overall. Gross profit per new vehicle retailed was $4,782, down $1 sequentially, while used-vehicle gross profit per unit was $2,095, up $19 from the first quarter. Same-store service and parts revenue increased 2%, with related gross profit rising 3%. Service and parts gross margin expanded 60 basis points from the prior year and 80 basis points sequentially. In the U.S., same-store new and used retail automotive units rose 3%, according to Rich Shearing, chief operating officer of North American operations. About 24% of new units sold during the quarter were sold at manufacturer's suggested retail price, unchanged from the first quarter. U.S. same-store service and parts revenue and gross profit each increased 2.5%, supported by nearly 4% growth in customer-pay work. Discover more Stock Market News Shearing said the company's U.S. technician count was 2% higher than at the end of June 2025, while service-bay utilization was approximately 84%. Commercial truck demand improves. Premier Truck Group retailed 5,431 new and used trucks in the second quarter. Same-store new-truck units declined 8%, while used-truck units rose 65%. However, new-truck deliveries increased sequentially to 4,276 from 2,786 in the first quarter. Premier Truck Group generated $928 million in revenue and $143 million in gross profit, with gross margin improving 20 basis points. Used-truck gross profit per unit rose by more than $2,000 sequentially and nearly $1,900 from the prior-year quarter, which management attributed to improved freight-market conditions and stronger spot rates. Management said North American Class 8 truck orders increased 170% in the second quarter, while the industry backlog rose 105% to 186,000 units. Shearing said Premier Truck Group's own backlog was about 10,400 units and that most orders taken in the first half are expected to convert to retail sales in the second half of 2026. He estimated the company delivered about 6,000 trucks in the first half and expects roughly 10,000 deliveries during the second half. "The recovery in the commercial truck market is underway," Roger Penske said, adding that improving freight conditions should benefit both the dealership business and Penske Transportation Solutions. Penske Transportation Solutions, in which Penske Automotive records equity income, produced $57 million of equity income in the quarter, up 7% from $54 million a year earlier. Operating revenue was flat, as a 1% increase in lease revenue was offset by a 12% decline in rental revenue and a 2% decline in logistics revenue. The unit sold 9,170 vehicles during the quarter and ended June with a fleet of just under 380,000 vehicles, compared with 414,000 a year earlier. Management said fleet reductions lowered operating and interest costs and improved utilization, but reduced gains on sales of used trucks by $13 million. International growth and Australia energy orders. International revenue increased 10% to $3.2 billion. Same-store new units rose 8%, used units increased 7%, and same-store gross profit grew 6%. In the United Kingdom, new vehicle deliveries climbed 14%, roughly in line with the overall market's 13% increase. Randall Seymore, chief operating officer of international operations, said the market remains challenging because of higher taxes, affordability pressures, reduced Motability programs and government electrification requirements. He also noted that Chinese brands have increased their U.K. market share, although Penske's operations remain predominantly focused on premium and luxury brands. In Australia, Penske's off-highway commercial vehicle and power systems revenue increased 63%. The company secured more than $300 million in orders during the quarter, bringing its secured 2026 order book to nearly $660 million. Seymore said demand was supported by energy solutions, mining and defense, and that the company sees a path to reaching AUD 1 billion in data-center revenue by 2030. Capital allocation and balance sheet. For the first six months of 2026, Penske Automotive generated $418 million in operating cash flow and $829 million of EBITDA. It invested $134 million in capital expenditures and acquired two Lexus dealerships with estimated annualized revenue of $450 million. The company increased its quarterly dividend to $1.44 per share, its 23rd consecutive quarterly increase, and repurchased 265,000 shares for $43 million. Since the start of 2023, it has returned approximately $1.6 billion to shareholders through dividends and buybacks. At the end of June, non-vehicle long-term debt was $2.5 billion and leverage was 1.7 times. The company reduced long-term debt by $141 million during the quarter. Total inventory stood at $5.1 billion, including a 51-day supply of new vehicles and a 44-day supply of used vehicles. Liquidity was approximately $1.4 billion. About Penske Automotive Group (NYSE:PAG). Penske Automotive Group, Inc NYSE: PAG, headquartered in Bloomfield Township, Michigan, is an international transportation services company primarily focused on automotive and commercial truck dealerships. The company retails new and pre-owned vehicles across a broad spectrum of brands, while offering parts, maintenance, collision repair and reconditioning services. In addition, Penske provides financing and insurance products through its integrated finance and insurance operations, supporting both retail customers and commercial clients. Formed in 1990 as United Auto Group and publicly traded since 1999, Penske Automotive Group has grown through organic expansion and strategic acquisitions to establish a network of dealerships and service centers across the United States and Europe. This instant news alert was generated by narrative science technology and financial data from MarketBeat in order to provide readers with the fastest reporting and unbiased coverage. Please send any questions or comments about this story to [email protected]. Before you consider Penske Automotive Group, you'll want to hear this. 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