PENSKE AUTOMOTIVE GROUP REPORTS QUARTERLY RESULTS

Quarterly Revenue Increases 5% to $8.4 Billion

Income Before Taxes of $302 Million; Net Income of $221 Million; Earnings Per Share of $3.36

BLOOMFIELD HILLS, Mich., Oct. 28, 2026 /PRNewswire/ -- 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 financial results for the third quarter of 2026.

Proposed Take Private Transaction

As previously announced on October 15, 2026, the Company entered into a merger agreement (the "Merger Agreement") to be taken private by Motown Acquisition Corp. ("Buyer"), an entity owned by Penske Corporation ("Penske") and Mitsui & Co., Ltd. ("Mitsui") (the "Proposed Transaction"). Under the terms of the Merger Agreement, holders of Penske Automotive Group common stock, other than Penske Corporation, Mitsui and the other members of the investor group, will receive $212.00 per share in cash, valuing the Company at an enterprise value of approximately $16.3 billion. If consummated, upon completion of the Proposed Transaction, the Company will become a privately held company, with approximately 64% of the Company's ownership to be held by Penske and 36% to be held by Mitsui. The Proposed Transaction is expected to close in the first quarter of 2027, subject to the satisfaction or waiver of closing conditions.

In light of the Proposed Transaction, the Company will not host an earnings conference call in connection with its quarterly results. For further detail concerning the Proposed Transaction, please refer to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on October 15, 2026. 

Third Quarter and Nine Month Results

For the quarter, revenue increased 5% to $8.4 billion when compared to $8.1 billion for the same period in 2025. Earnings before taxes was $302.0 million, net income attributable to common stockholders was $220.8 million, and related earnings per share was $3.36, in each case including $6.3 million of costs ($4.6 million after tax, or $0.07 per share) associated with the Proposed Transaction. These GAAP results include the full quarterly results of Penske Motor Group in both periods, which are required by GAAP for common control transactions (see Non-GAAP reconciliations below). Foreign currency exchange negatively impacted revenue by $2.3 million, positively impacted net income attributable to common stockholders by $0.7 million, and positively impacted earnings per share by $0.01.

For the nine months ended September 30, 2026, revenue was $24.8 billion, net income attributable to common stockholders was $715.7 million, and related earnings per share was $10.89, in each case including the Proposed Transaction costs noted above. For the same period in 2025, the Company generated $24.0 billion in revenue, net income attributable to common stockholders was $749.1 million, and related earnings per share was $11.30. These GAAP results include a gain on the sale of dealerships, certain disposals and other charges, as well as the full results of Penske Motor Group in both periods, which are required by GAAP for common control transactions (see Non-GAAP reconciliations below). Foreign currency exchange positively impacted revenue by $272.4 million, net income attributable to common stockholders by $5.7 million, and earnings per share by $0.09.

Retail Automotive Dealerships

For the three months ended September 30, 2026, total new units delivered decreased 2% and used units delivered increased 2%. Total retail automotive revenue increased 1% to $7.0 billion and increased 2% on a same-store basis. On a sequential basis when compared to the second quarter of 2026, new vehicle gross profit per unit decreased $258 and used vehicle gross profit per unit decreased $149. When compared to the prior year period, same-store retail automotive service and parts revenue and gross profit both increased 3%.

For the nine months ended September 30, 2026, total new units delivered decreased 1% and used units delivered increased 2%. Total retail automotive revenue increased 3% to $21.3 billion and increased 3% on a same-store basis. When compared to the prior year period, same-store retail automotive service and parts revenue increased 3% and gross profit increased 4%.

Retail Commercial Truck Dealerships

For the three months ended September 30, 2026, the Company's retail commercial truck dealerships retailed 6,779 new and used units and generated $1.1 billion in revenue and $59.6 million in income before taxes. This compares to 5,108 new and used units, $918.6 million of revenue, and $41.5 million in income before taxes during the same period in the prior year. For the nine months ended September 30, 2026, the Company's retail commercial truck dealerships retailed 15,793 new and used units and generated $2.7 billion in revenue and $143.1 million in income before taxes. This compares to 15,161 new and used units, $2.7 billion in revenue, and $140.8 million in income before taxes during the same period in the prior year.

Penske Transportation Solutions Investment

Penske Transportation Solutions ("PTS") is a leading provider of full-service truck leasing, truck rental, contract maintenance, and logistics services. PTS operates a managed fleet with over 373,600 trucks, tractors, and trailers under lease, rental and/or maintenance contracts. Penske Automotive Group has a 28.9% ownership interest in PTS and accounts for its ownership interest using the equity method of accounting. For the three and nine months ended September 30, 2026, the Company recorded earnings with respect to the investment of $68.5 million and $167.0 million, respectively.

Corporate Development, Capital Allocation, Liquidity, and Leverage

During the nine months ended September 30, 2026, the Company repurchased 265,104 shares of common stock for approximately $42.5 million. As of September 30, 2026, $221.2 million remained outstanding and available for repurchases under our securities repurchase program. The Merger Agreement restricts the Company's ability to repurchase its common stock, and the Company therefore does not expect further repurchases of shares under this authority during the pendency of the Proposed Transaction. As of September 30, 2026, the Company had approximately $1.6 billion in liquidity, including $68 million in cash and $1.5 billion of availability under its U.S. and international credit agreements and revolving mortgage facilities. The Company's leverage ratio at September 30, 2026 was 1.6x. During October 2026, the Board of Directors approved an increase in the quarterly dividend of 1.4%, or $0.02 per share, to $1.46 per share, bringing the annualized dividend to $5.84 per share. The dividend is payable December 1, 2026, to shareholders of record as of November 13, 2026.

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 approximately 28,900 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 373,600 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.

Non-GAAP Financial Measures

This release contains certain non-GAAP financial measures as defined under SEC rules, such as adjusted revenue, adjusted gross profit, adjusted net income, adjusted earnings per share, adjusted income before taxes, earnings before interest, taxes, depreciation, and amortization ("EBITDA"), adjusted EBITDA, adjusted selling, general, and administrative expenses, and leverage ratio. The Company has reconciled these measures to the most directly comparable GAAP measures in the release. The Company believes that these widely accepted financial measures of operating profitability improve the transparency of the Company's disclosures and provide a meaningful presentation of the Company's results from its core business operations excluding the impact of items not related to the Company's ongoing core business operations and improve the period-to-period comparability of the Company's results from its core business operations. These non-GAAP financial measures are not substitutes for GAAP financial results and should only be considered in conjunction with the Company's financial information that is presented in accordance with GAAP.

Cautionary Statement Regarding Forward-Looking Statements

This communication may include statements that are not statements of historical fact, or "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, including with respect to the Company's financial performance, expectations, acquisition activity, future plans and future revenues, and with respect to the Proposed Transaction. In many cases, you can identify forward-looking statements by terminology such as "may," "should," "expects," "intends," "plans," "anticipates," "believes," "estimates," "predicts," "potential," "continue" or the negative of such terms and other comparable terminology. There may also be other statements of expectations, beliefs, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. Readers are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, many of which are difficult to predict and are generally outside the Company's and Buyer's control, that could cause actual performance or results to differ materially from those expressed in, or implied or projected by, the forward-looking statements. With respect to the Proposed Transaction, such forward-looking statements include, but are not limited to: the ability of Buyer and the Company to complete the transactions contemplated by the Merger Agreement, including the parties' ability to satisfy the conditions set forth in the Merger Agreement; the ability of Buyer to finance the per share merger consideration; statements about the expected timetable for completing the Proposed Transaction, and Buyer's and the Company's beliefs and expectations and statements about the benefits sought to be achieved in Buyer's proposed acquisition of the Company; the potential effects of the Proposed Transaction on each of Buyer and the Company; as well as the possibility of any termination of the Merger Agreement. These statements are based upon the current beliefs and expectations of Buyer's and the Company's management and are subject to significant risks and uncertainties. There can be no guarantees that the conditions to the closing of the Proposed Transaction will be satisfied on the expected timetable or at all. If underlying assumptions prove inaccurate or risks or uncertainties materialize, actual results may differ materially from those set forth in the forward-looking statements.

Risks and uncertainties with respect to the Proposed Transaction include, but are not limited to, uncertainties as to the  closing of the Proposed Transaction, including the possibility that the Proposed Transaction may not be completed in a timely manner or at all, which could adversely affect the Company's business and the market price of its common stock; the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement, including circumstances that could require the Company to pay Buyer a termination fee of $383.0 million; the possibility that various conditions to the consummation of the Proposed Transaction may not be satisfied or waived, including uncertainty as to how many of the Company's unaffiliated stockholders will vote in favor of the Proposed Transaction; the ability to obtain necessary regulatory approvals or to obtain them on acceptable terms or within expected timing; the risk that any announcements relating to the Proposed Transaction could have adverse effects on the market price of the Company's common stock, credit ratings or operating results; the risk that the market price of the Company's common stock may fluctuate during the pendency of the Proposed Transaction and may decline significantly if the Proposed Transaction is not completed; the fact that the per share merger consideration is fixed and will not be adjusted for changes in the Company's business, financial condition or operating results or in the market price of its common stock; the effects of disruption from the Proposed Transaction and the impact of the announcement and pendency of the Proposed Transaction on the Company's business, including the ability of the Company to attract, retain and hire key personnel and to maintain relationships with manufacturers, customers, suppliers and others with whom the Company does business, employee departures, diversion of management's time and attention from ordinary course business operations, negative publicity, competitive responses to the Proposed Transaction, or certain restrictions during the pendency of the Proposed Transaction that may impact the Company's ability to pursue certain business opportunities or strategic transactions; provisions of the Merger Agreement that limit the Company's ability to pursue alternatives to the Proposed Transaction, which could discourage a third party from making an alternative acquisition proposal; the risk that stockholder litigation in connection with the Proposed Transaction may prevent or delay the completion of the Proposed Transaction or may result in significant costs of defense, indemnification and liability; the risk that there may be significant transaction costs, which the Company will continue to incur whether or not the Proposed Transaction is completed, and other unexpected costs, charges or expenses resulting from the Proposed Transaction.

Other risks and uncertainties include, among others, 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 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; the Company's ability to obtain vehicles and parts from its 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 the Company's manufacturer partners can exert over its operations and its reliance on them for various aspects of its business; risks to the Company's reputation and those of its 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 the Company's information technology systems and those of its third-party providers, which systems are increasingly threatened by ransomware and other cyber-attacks; the effects of a pandemic on the global economy, including the Company's 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; the Company's ability to consummate, integrate, and realize returns on its 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 the values of used trucks, which affect PTS' profitability on truck sales, and regulatory risks and related compliance costs; the Company's ability to realize returns on its significant capital investments in new and upgraded dealership facilities; the Company's ability to navigate a rapidly changing automotive and truck landscape; the Company's ability to respond to new or enhanced regulations in both its domestic and international markets relating to dealerships and vehicle sales, including those related to the sales process, emissions standards, or electrification; the success of the Company's distribution of commercial vehicles, engines, and power systems; natural disasters; recall initiatives or other disruptions that interrupt the supply of vehicles or parts to the Company; and the outcome of legal and administrative matters and other factors over which management has limited control.

Additional factors that could cause results to differ materially from those described in the forward-looking statements can be found in the Company'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 made with the SEC. These and other filings made by the Company with the SEC are available at www.sec.gov.

The Company undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise, except to the extent required by law.

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Our results include the impact of the gain on the sale of a dealership and certain disposals and other charges, as well as the full quarterly and year-to-date results of Penske Motor Group in all periods, which are required by GAAP for common control transactions. The following tables present key adjusted financial line items excluding these items and present the acquisition of Penske Motor Group as if we acquired it on November 1, 2025, without common control accounting. Management believes this presentation is useful to investors in evaluating the Company's operating performance and comparability across periods.

 

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SOURCE Penske Automotive Group, Inc.