Penske Automotive Group, Inc.: 5%+ holders

Penske Automotive Group, Inc. has 2 Schedule 13D or 13G filings on record since 2026-07-22. 2 holders' latest filing reports 5% or more of common stock (par value $0.0001 per share). Each figure below is the holder's own, as filed, with the filing linked.

Holders

Purpose of Transaction (Item 4)

Mitsui & Co., Ltd.

Item 4 of the Statement is hereby amended and supplemented as follows: On July 22, 2026, the PC-Mitsui Investors submitted a non-binding proposal (the "Proposal") to the board of directors of the Issuer (the "Board") to acquire all of the outstanding shares of Common Stock of the Issuer not owned by the PC-Mitsui Investors for $210.00 per share of Common Stock in cash consideration. In Amendment No. 32 to Schedule 13D filed on January 24, 2024 ("Amendment 32") by Penske Corporation and Roger S. Penske (together with Penske Corporation, the "Penske Parties"), the Penske Parties together reported beneficial ownership of 34,427,877 shares of Common Stock. Including the shares of Common Stock reported by the Penske Parties under Amendment 32, the Penske Parties and the Reporting Persons would collectively beneficially own 47,750,082 shares of Common Stock, representing approximately 72.6% of the Common Stock issued and outstanding. The PC-Mitsui Investors directly hold 47,503,326 shares of Common Stock, representing approximately 72.2% of the Common Stock issued and outstanding. The PC-Mitsui Investors expect that the Proposal will be reviewed, as is customary, by a duly appointed special committee of disinterested and independent directors of the Board (the "Special Committee"), advised by independent legal and financial advisers. The PC-Mitsui Investors stated in the Proposal that they are not interested in selling their shares of Common Stock and intend to remain as …The first part of Item 4 of the SCHEDULE 13D/A filed 2026-07-22; the filing has the rest

Roger S. Penske

Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following after the final paragraph thereof: On July 22, 2026, the Investor Group submitted a non-binding proposal (the "Proposal") to the Board of Directors of the Company (the "Board") to acquire all of the outstanding Voting Common Stock, other than Voting Common Stock owned by the Investor Group, for $210.00 per share of Voting Common Stock in cash. The Reporting Persons anticipate that the Board will appoint a special committee consisting solely of disinterested and independent directors (a "Special Committee"), engage its own advisors, consider the Proposal with the assistance of such advisors, engage in discussions and negotiations with the Investor Group and potentially make a recommendation to the Board regarding the Proposal. Any agreement regarding the Proposal would require the approval of a Special Committee. The Investor Group stated in the Proposal that the members of the Investor Group, in their capacity as stockholders of the Company, are not interested in selling their shares of Voting Common Stock, including in connection with an alternative sale, merger or similar transaction involving the Company, and intend to remain as long-term stockholders of the Company, regardless of the outcome of the Proposal. If a transaction contemplated by the Proposal is ultimately consummated, the Voting Common Stock would be delisted from the New York Stock Exchange and deregistered under the Act. …The first part of Item 4 of the SCHEDULE 13D/A filed 2026-07-22; the filing has the rest

Timeline

Where this comes from

Anyone who comes to own more than 5% of a class of a listed company's voting shares has to tell the SEC. A holder who may seek to change or influence the company files Schedule 13D, and has to say in Item 4, "Purpose of Transaction", what it intends to do. A holder with no such intent, such as many index and passive funds, may file the shorter Schedule 13G. Both are amended when the stake changes, including when it falls below 5%.

Every row here is one of those filings, linked to the filing itself. Percentages and share counts are exactly as the holder filed them, for the holder the filing names; an amendment showing a lower figure is shown as filed. Item 4 text is quoted word for word. Where a 13D's Item 4 contains a sentence stating a definite intent to influence the company, that sentence is marked and quoted; the page does not describe the holder or its motives beyond the words it filed. Nothing here is investment advice.

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