Form DEFA14A PENSKE AUTOMOTIVE GROUP,

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

October 15, 2026

Date of Report (date of earliest event reported)

Penske Automotive Group, Inc.

(Exact Name of Registrant as Specified in its Charter)

2555 Telegraph Road

Bloomfield Hills, Michigan 48302

(Address of principal executive offices and zip code)

(248) 648-2500

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

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The Merger Agreement

On October 15, 2026, Penske Automotive Group, Inc., a Delaware corporation (the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Motown Acquisition Corp., a Delaware corporation (“Buyer”), pursuant to which Buyer will merge with and into the Company (the “Merger”), with the Company surviving the Merger. Buyer is an entity owned by Penske Corporation, a Delaware corporation (“PC”), and Mitsui & Co., Ltd., a Japanese company (“Mitsui”, and together with PC, Penske Automotive Holdings Corp., a wholly owned subsidiary of PC, and Mitsui & Co. (U.S.A.), Inc., a wholly owned subsidiary of Mitsui, the “Investor Group” and each, an “Investor Group Member”).

A special committee (the “Special Committee”) of independent and disinterested directors of the Board of Directors of the Company (the “Board”), which negotiated the terms of the Merger Agreement with the assistance of its independent legal and financial advisors, has unanimously determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are advisable, fair to and in the best interests of the Company and the Unaffiliated Company Stockholders (as defined in the Merger Agreement) and recommended, among other things, that the Board approve and declare advisable the Merger Agreement and the transactions contemplated thereby, including the Merger. Acting on the unanimous recommendation of the Special Committee, the Board (with the directors affiliated with the Investor Group recusing themselves), by unanimous vote of all directors present, approved and declared advisable the Merger Agreement and the transactions contemplated thereby, including the Merger, determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are fair to, and in the best interests of, the Company’s stockholders, including the Unaffiliated Company Stockholders and resolved to recommend that the Company’s stockholders adopt the Merger Agreement and approve the transactions contemplated thereby, including the Merger, and by unanimous vote of all directors present, directed that the Merger Agreement be submitted to the Company’s stockholders for adoption at a meeting of the Company’s stockholders.

In connection with its evaluation of the Merger, the Special Committee received an opinion from Moelis & Company LLC (“Moelis”) to the effect that, as of the date of such opinion and subject to the various assumptions made, procedures followed, matters considered, and qualifications and limitations set forth therein, the Merger Consideration (as defined below) to be received by the holders of shares of Company Common Stock (as defined below) (other than shares held by the Company or its wholly owned subsidiaries, shares owned by Buyer, the Excluded Shares (as defined below) and Appraisal Shares (as defined below)) is fair, from a financial point of view, to such holders of shares of Company Common Stock (other than the Investor Group Members, the Company and any of their respective affiliates) (it being understood and agreed that such opinion is for the benefit of the Special Committee and may not be relied upon by the Investor Group Members).  A more detailed description of Moelis’ opinion and the analyses performed in connection therewith will be included in the proxy statement relating to the Merger.

Merger Consideration.

At the effective time of the Merger (the “Effective Time”), each share of common stock, par value $0.0001 per share, of the Company (“Company Common Stock”) issued and outstanding immediately prior to the Effective Time (other than (a) shares held by the Company or any of its wholly owned subsidiaries or by Buyer, (b) shares held by one or more of the Investor Group Members (the “Excluded Shares”), and (c) shares held by stockholders who have properly perfected appraisal rights under Section 262 of the Delaware General Corporation Law (the “DGCL”) (the “Appraisal Shares”)) will be automatically canceled and converted into the right to receive $212.00 per share in cash, without interest  (the “Merger Consideration”), subject to any withholding taxes required by applicable law.

In addition, the Company expects to continue paying regular quarterly cash dividends through the closing of the Merger, in each case, in an amount not to exceed $0.02 per share above the per share amount of the last quarterly dividend declared and paid by the Company in the immediately preceding quarter, as well as a pro-rated dividend for any partial quarter prior to the closing of the Merger.

Treatment of Equity Awards.

At the Effective Time, each restricted stock unit award with respect to Company Common Stock that is outstanding as of immediately prior to the Effective Time (including any dividend equivalent units credited thereto) (each, a “Company RSU”) will become fully vested and automatically be canceled and be converted into the right to receive a lump-sum cash payment equal to the product of the Merger Consideration multiplied by the number of shares of Company Common Stock subject to such Company RSU, plus the right to receive any applicable dividend equivalent rights (which right will extend to any dividends with a record date prior to the Effective Time that have been declared but not paid as of the Effective Time), in each case, without interest.

At the Effective Time, each award of restricted shares of Company Common Stock that is outstanding as of immediately prior to the Effective Time (each, a “Company RSA”) will become fully vested, with all restrictions applicable thereto lapsing, and automatically be converted into the right to receive an amount in cash equal to the Merger Consideration per underlying share of Company Common Stock subject to such Company RSA, plus any declared but unpaid dividends, in each case, without interest.

At the Effective Time, each performance award in respect of the 2026 performance period that is outstanding as of immediately prior to the Effective Time and that, if earned, is payable in Company RSAs (each, a “Company Performance Award”) will be canceled and be converted into the right to receive a lump-sum cash payment, without interest, based on performance in respect of such Company Performance Award deemed achieved at target-level performance.

At the Effective Time, each deferred stock unit credited to the accounts of current and former non-employee directors of the Company (including any dividend equivalents credited thereto) that is outstanding as of immediately prior to the Effective Time (each, a “Company DSU”) will be canceled and be converted into the right to receive a lump-sum cash payment, without interest, equal to the Merger Consideration per underlying share of Company Common Stock subject to such Company DSU, including shares attributable to credited dividend equivalent units and declared but unpaid dividends.

At the Effective Time, each deferred cash amount (including any notional investment gains or losses and any dividend equivalents credited thereto) credited to the accounts of current and former non-employee directors of the Company that is outstanding as of immediately prior to the Effective Time (each, a “Company Deferred Cash Award”) will be canceled and be converted into the right to receive a lump-sum cash payment equal to the aggregate value of such Company Deferred Cash Award.

All such payments in respect of the Company RSUs, Company RSAs and Company Performance Awards will be made as promptly as practicable following, but in no event later than the second regularly scheduled payroll date after, the Effective Time (subject to any later payment date required by Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”)). All such payments will be subject to applicable withholdings.

Effective immediately prior to the Effective Time, the Company will terminate its non-employee director compensation plan and payments in respect of Company DSUs and Company Deferred Cash Awards will be made at the earliest time permissible following the Effective Time, in each case, in compliance with Section 409A.

No Solicitation.

The Merger Agreement contains customary non-solicitation provisions restricting the Company’s ability to solicit or engage in discussions regarding competing acquisition proposals. The Company is permitted to grant waivers of, and not enforce, any standstill or similar provision that has the effect of prohibiting a counterparty from making an unsolicited acquisition proposal. Notwithstanding these restrictions, prior to receipt of the stockholder approval described below, the Company may engage with parties who submit acquisition proposals that did not result from a breach of the non-solicitation provisions in the Merger Agreement and that the Special Committee or the Board, acting on the recommendation of the Special Committee, determines in good faith after consultation with its financial advisors and outside legal counsel constitute or could reasonably be expected to result in a Superior Proposal (as defined in the Merger Agreement). The Special Committee or the Board, acting on the recommendation of the Special Committee and subject to the terms of the Merger Agreement, may effect an Adverse Recommendation Change (as defined in the Merger Agreement) in response to a Superior Proposal or an Intervening Event (as defined in the Merger Agreement), and may terminate the Merger Agreement to enter into a definitive agreement with respect to a Superior Proposal, subject to compliance with the applicable fiduciary-out determinations and notice and negotiation requirements, including providing Buyer with at least five Business Days’ (as defined in the Merger Agreement) prior written notice and the opportunity to propose revised terms, and subject to the prior or concurrent payment of the Company Termination Fee described below.

Conditions to Closing.

The consummation of the Merger is subject to customary closing conditions, including the receipt of the Company Stockholder Approval (as defined below), the absence of any law or governmental order prohibiting the Merger, the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the receipt of certain other specified regulatory approvals, the accuracy of the representations and warranties of the parties (subject to the applicable materiality standards set forth therein), the performance of the covenants of the parties in all material respects, and the absence of a Material Adverse Effect (as defined in the Merger Agreement).

Stockholder Approval.

The Merger Agreement requires the following stockholder approvals (collectively, the “Company Stockholder Approval”): (i) the affirmative vote of holders of a majority of the outstanding shares of Company Common Stock entitled to vote thereon, voting as a single class, and (ii) the affirmative vote of a majority of the votes cast by the “disinterested stockholders” (as defined in Section 144 of the DGCL). For purposes of this vote, the disinterested stockholders will exclude shares held, directly or indirectly, by or on behalf of (a) the Investor Group and the directors and executive officers of any Investor Group Member and their respective affiliates and family members, (b) any person that the Company has determined to be an “officer” of the Company within the meaning of Rule 16a-1(f) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and (c) members of the Board who are not members of the Special Committee.

Termination and Fees.

The Merger Agreement may be terminated by mutual written consent at any time prior to the closing of the Merger. Either party may also terminate the Merger Agreement if the Merger has not been consummated by October 15, 2027 (the “Outside Date”), if a final, non-appealable law or governmental order prohibits the Merger, or if the Company Stockholder Approval is not obtained. Either party may also terminate if the other party breaches any representation, warranty, covenant or agreement such that the related closing conditions would not be satisfied, subject to a cure period that is the earlier of 30 days and the Outside Date (to the extent curable), provided that the terminating party is not then in breach that would cause its own closing conditions to fail. As mentioned above, the Company may also terminate the Merger Agreement prior to the time the Company Stockholder Approval is obtained in order to enter into a definitive agreement with respect to a Superior Proposal, and Buyer may terminate the Merger Agreement if the Special Committee or the Board, acting on the recommendation of the Special Committee, has effected an Adverse Recommendation Change.

The Company must pay a termination fee of $383.0 million (the “Company Termination Fee”) if (a) the Company terminates the Merger Agreement to enter into a definitive agreement with respect to a Superior Proposal (payable prior to or concurrently with such termination), (b) Buyer terminates the Merger Agreement following an Adverse Recommendation Change, or (c) following a public announcement or disclosure of a Takeover Proposal (as defined in the Merger Agreement) that is not withdrawn or otherwise publicly abandoned prior to the applicable time specified in the Merger Agreement (including, in the case of termination following failure to obtain the Company Stockholder Approval, at least three Business Days prior to the Company Stockholders Meeting (as defined in the Merger Agreement)), the Merger Agreement is terminated due to the expiration of the Outside Date, failure to obtain the Company Stockholder Approval, or a breach by the Company and within 12 months the Company enters into a definitive written agreement providing for a Takeover Proposal that is later consummated or a Takeover Proposal is consummated (for purposes of this clause (c), with all references to 20% in the definition of Takeover Proposal deemed references to 50%). Buyer is also entitled, subject to certain conditions specified in the Merger Agreement, to seek specific performance of the Company’s obligations.

Buyer must pay the Company a reverse termination fee of $488.0 million (the “Buyer Termination Fee”) if (a) the Company terminates the Merger Agreement due to a breach by Buyer, or (b) Buyer fails to consummate the Merger when required to do so, and the Company has complied with the notice and confirmation procedures specified in the Merger Agreement. The Buyer Termination Fee is also payable if the Merger Agreement is terminated due to the expiration of the Outside Date at a time when the Company could have terminated due to Buyer’s breach or failure to close. The Company is also entitled, subject to certain conditions specified in the Merger Agreement, including full funding of the debt financing (described below) in accordance with its terms, to seek specific performance of Buyer’s obligations, including to cause the Equity Financing (as defined below) to be funded and the Merger to be consummated.

Other Terms.

The Merger Agreement contains representations, warranties and covenants of the parties that are customary for transactions of this type, including covenants by the Company relating to the conduct of its business prior to the consummation of the Merger. The Company has agreed to prepare and file a proxy statement and, jointly with Buyer, a transaction statement on Schedule 13E-3, and to hold a meeting of its stockholders to obtain the Company Stockholder Approval. Each of the Company and Buyer has agreed to use its reasonable best efforts to obtain the required regulatory approvals for the Merger, subject to certain limitations. Prior to the Effective Time, certain actions, including any amendment, waiver, enforcement or termination of the Merger Agreement or the related transaction documents by the Company, any determination by the Company as to whether the closing conditions have been satisfied and any declaration or payment of dividends by the Company, require the prior approval or authorization of the Special Committee.

If the Merger is consummated, shares of Company Common Stock, which are currently listed on the New York Stock Exchange (the “NYSE”), will be delisted from the NYSE and deregistered under the Exchange Act, and will no longer be publicly traded.

As a result of the Merger, upon consummation of the Merger, the Company will cease to be a publicly traded company and will become wholly owned by the Investor Group, with PC and Mitsui expected to own, directly or indirectly,  approximately 64% and 36%, respectively, of the equity interests of the Company.

This summary of the principal terms of the Merger Agreement and the copy of the Merger Agreement filed as Exhibit 2.1 to this Current Report on Form 8-K are intended to provide information regarding the terms of the Merger Agreement and are not intended to modify or supplement any factual disclosures about the Company in its public reports filed with the Securities and Exchange Commission (“SEC”). In particular, the Merger Agreement and related summary are not intended to be, and should not be relied upon as, disclosures regarding any facts and circumstances relating to the Company, Buyer or their respective affiliates.

The Merger Agreement includes customary representations, warranties and covenants of the Company and Buyer made only for the purposes of the Merger Agreement and solely for the benefit of the parties to the Merger Agreement, in accordance with and subject to the terms of the Merger Agreement. The assertions embodied in those representations and warranties were made for the principal purpose of establishing the circumstances in which the parties to the Merger Agreement may have the right not to consummate the transactions contemplated thereby (based on the closing conditions therein that relate to the accuracy of such representations and warranties), rather than establishing matters as facts, and the representations, warranties and covenants set forth in the Merger Agreement (i) may be subject to important qualifications and limitations agreed to by the Company and Buyer in connection with the negotiated terms thereof and (ii) are not intended to, and do not, confer upon any person other than the parties thereto any rights or remedies thereunder, including the right to rely upon the representations and warranties set forth therein. Moreover, some of those representations and warranties may not be accurate or complete as of any specified date, may be subject to a contractual standard of materiality different from those generally applicable to the Company’s SEC filings or may have been used for purposes of allocating risk between the Company and Buyer rather than establishing matters as facts. Investors should not rely on the representations, warranties and covenants or any description thereof as characterizations of the actual state of facts of the Company and Buyer or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations, warranties and covenants does not purport to be accurate as of the date of filing of this Form 8-K and may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in public disclosures by the Company.

Accordingly, investors should read the representations and warranties in the Merger Agreement not in isolation but only in conjunction with the other information about the Company and Buyer and their respective subsidiaries, affiliates and businesses that the respective companies include in reports, statements and other filings they may make with the SEC.

The foregoing description of the Merger Agreement is not complete and is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which is filed as Exhibit 2.1 to this Current Report on Form 8-K and incorporated herein by reference.

Financing

Buyer expects to fund the payment of the aggregate Merger Consideration and related fees and expenses through a combination of: (i) equity financing of up to $2.2 billion in the aggregate from PC and Mitsui (collectively, the “Equity Commitment Parties”) pursuant to equity commitment letters delivered to Buyer concurrently with the execution of the Merger Agreement (the “Equity Commitment Letters,” and such equity financing, the “Equity Financing”); and (ii) debt financing of up to $1.8 billion, consisting of up to $1.8 billion pursuant to a debt commitment letter from JPMorgan, Bank of America and Wells Fargo, subject to customary conditions set forth therein, with borrowings under such debt commitment letter reduced by up to $1.8 billion of additional senior subordinated notes to be issued by Buyer and/or up to $1.1 billion of additional borrowings under the U.S. Credit Agreement (as defined below). The Company is a third-party beneficiary of the Equity Commitment Letters for purposes of specifically enforcing the terms and provisions thereunder under certain circumstances. Concurrently with the execution of the Merger Agreement, the Equity Commitment Parties delivered to the Company limited guarantees pursuant to which each Equity Commitment Party has guaranteed its specified percentage of certain obligations of Buyer under the Merger Agreement, subject to an aggregate cap. The Company has agreed to provide customary cooperation in connection with the arrangement of the debt financing. The Merger is not subject to a financing condition.

Support Agreements

On October 15, 2026, concurrently with the execution of the Merger Agreement, the members of the Investor Group and certain of their affiliates (collectively, the “Supporting Stockholders”), who collectively own approximately 72.6% of the outstanding shares of Company Common Stock, entered into separate Voting and Support Agreements (collectively, the “Support Agreements”) with the Company and Buyer. Pursuant to the Support Agreements, each of the Supporting Stockholders has agreed, among other things: (a) to vote all Covered Shares (as defined in the Support Agreements) (i) in favor of the adoption of the Merger Agreement and the approval of the Merger and certain related proposals and (ii) against any competing acquisition proposal and any other action that would reasonably be expected to prevent, materially impede or materially delay the Merger (in the case of this clause (a), subject to, in the case of PC and its affiliates, certain limitations under that certain Voting Agreement by and between the Company and PC, dated January 23, 2024); (b) to use reasonable best efforts to supply information for regulatory filings and to take actions necessary to enable Buyer to comply with its obligations with respect to regulatory matters; (c) not to transfer the Covered Shares prior to termination of the applicable Support Agreement, subject to certain exceptions; (d) to waive any appraisal or dissenters’ rights under Section 262 of the DGCL with respect to such Supporting Stockholder’s shares; and (e) not to commence or participate in any class action against Buyer or the Company relating to the Support Agreement, the Merger Agreement or the Merger, subject to certain exceptions. The Support Agreements will terminate upon the earliest to occur of the termination of the Merger Agreement in accordance with its terms, the mutual written consent of the parties thereto and the Effective Time.

The foregoing description of the Support Agreements is not complete and is qualified in its entirety by reference to the full text of the Support Agreements, copies of which are filed as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K and incorporated herein by reference.

Indemnification Agreements

On October 15, 2026, the Company entered into indemnification agreements (the “Indemnification Agreements”) with each of its directors in the form filed as Exhibit 10.3 hereto. Under the Indemnification Agreements, the Company has agreed to indemnify each director to the fullest extent permitted by applicable law, against expenses, losses, liabilities, judgments, fines, penalties and amounts paid in settlement incurred in connection with any threatened, pending or completed action, suit or proceeding in any way connected with, resulting from or relating to the director’s current or former corporate status. The Indemnification Agreements provide indemnification in addition to the indemnification provided by the Company’s organizational documents and any applicable law. Further, the Company has agreed to advance expenses a director may incur as a result of any proceeding against him or her as to which he or she could be indemnified.

The foregoing description of the Indemnification Agreements is qualified in its entirety by reference to the form Indemnification Agreement, a copy of which is filed as Exhibit 10.3 hereto and incorporated herein by reference.

Amendment to Credit Agreement

Concurrently with the execution of the Merger Agreement, the Company entered into the Limited Consent and Thirteenth Amendment (the “Amendment”) to its U.S. credit agreement with Mercedes-Benz Financial Services USA LLC, Toyota Motor Credit Corporation and Daimler Truck Financial Services USA LLC (as amended, the “U.S. Credit Agreement”), principally to provide for a conditional increase in the borrowing capacity under the U.S. Credit Agreement to finance a portion of the Merger and to obtain the consent of the lenders thereunder to the Merger.

As amended, the U.S. Credit Agreement provides the Company with a one-time option to increase the aggregate revolving commitment thereunder by up to $900.0 million, from $1.5 billion to up to $2.4 billion.  Up to $400.0 million of that increase may be designated as an “Overadvance Commitment,” permitting uncollateralized borrowing in excess of a defined, asset-based borrowing base plus 35% of the goodwill and franchise value attributed to the Company’s domestic dealerships.  The increase, including any requested Overadvance Commitment, becomes effective only upon the satisfaction of certain specified conditions, including evidence that, substantially concurrently with the initial funding of the increase, the Merger will be consummated in all material respects in accordance with the Merger Agreement and the Equity Financing will be funded in an amount not less than $2.2 billion. If the increase has not become effective on or before the fifth business day after the Outside Date, the increase (including the Overadvance Commitment) will automatically expire, and the revolving commitment will remain $1.5 billion.

The Amendment also provides the lenders’ limited consent to the Merger and waives any non-compliance with the U.S. Credit Agreement to the extent necessary to permit the Merger and the transactions contemplated thereby, in each case subject to the terms and conditions set forth therein, including that the Merger be consummated on or before the fifth business day after the Outside Date. The Amendment also permits new indebtedness of up to $1.8 billion in the aggregate to finance the Merger, in the form of a senior unsecured 364-day bridge facility and/or new senior subordinated notes.

The U.S. Credit Agreement matures on September 30, 2029.  As of October 12, 2026, the Company had approximately $606.0 million of revolving borrowings outstanding under the U.S. Credit Agreement.

The U.S. Credit Agreement continues to be fully and unconditionally guaranteed on a joint and several basis by substantially all of the Company’s U.S. subsidiaries, remains secured by security interests in substantially all of the Company’s U.S. assets, and continues to contain significant operating covenants, financial tests and ratios, including a ratio of current assets to current liabilities, a fixed charge coverage ratio, a ratio of debt to stockholders’ equity, and a ratio of debt to EBITDA, as well as typical events of default, including change of control, non-payment of obligations, and cross-defaults to other material indebtedness. A breach of these covenants or the occurrence of an event of default would give rise to certain remedies under the U.S. Credit Agreement, the most severe of which is the termination of the agreement and acceleration of the amounts owed.

The Company purchases motor vehicles and parts from affiliates of the lenders for sale at certain of its dealerships, and the lenders also provide the Company and certain of its dealerships with mortgage, “floor-plan”, and consumer financing. The foregoing description of the Amendment is qualified in its entirety by reference to the Amendment, including a conformed copy of the U.S. Credit Agreement, a copy of which is filed as Exhibit 4.1 hereto and incorporated herein by reference.

The information set forth under the heading “Amendment to Credit Agreement” in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference into this Item 2.03.

The information set forth under the heading “Treatment of Equity Awards” in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference into this Item 5.02.

On October 15, 2026, the Company issued a press release announcing the execution of the Merger Agreement. A copy of the press release is filed as Exhibit 99.1 hereto and is incorporated herein by reference.

Cautionary Statement Regarding the Merger

The consummation of the Merger is subject to the satisfaction or waiver of customary closing conditions, and there can be no assurance that the Merger will be consummated on the timeline currently anticipated, or at all.

Additional Information Regarding the Transaction and Where to Find It

This Current Report on Form 8-K relates to the Merger contemplated by the Merger Agreement. In connection with the Merger, the Company intends to file a preliminary proxy statement on Schedule 14A (the “Proxy Statement”) with the SEC relating to a special meeting of shareholders to approve the Merger. The definitive proxy statement (if and when available) will be mailed to the Company’s stockholders seeking their approval of the Merger and other related matters. The Company, Buyer and certain of their affiliates also intend to jointly file a transaction statement on Schedule 13E-3 (the “Schedule 13E-3”) relating to the Merger. The Company may also file other relevant documents with the SEC regarding the Merger. This Current Report on Form 8-K is not a substitute for the Proxy Statement, Schedule 13E-3, or any other document the Company, Buyer, PC or Mitsui may file with the SEC in connection with the Merger. This Current Report on Form 8-K does not constitute an offer to sell or the solicitation of an offer to buy any securities of the Company or any other person or the solicitation of any vote or approval.

BEFORE MAKING ANY VOTING OR INVESTMENT DECISION WITH RESPECT TO THE MERGER, INVESTORS AND SECURITY HOLDERS OF THE COMPANY ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT REGARDING THE MERGER (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO OR INCORPORATED BY REFERENCE THEREIN), THE SCHEDULE 13E-3 (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO OR INCORPORATED BY REFERENCE THEREIN), AND OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, THE MERGER AND RELATED MATTERS.

Investors and security holders may obtain free copies of these documents, including the Proxy Statement, Schedule 13E-3 and any other documents containing important information about the Company and the Merger, once such documents are filed with the SEC, through the website maintained by the SEC at www.sec.gov. In addition, shareholders of the Company may obtain free copies of such documents by accessing the Investor Relations portion of the Company’s website at https://investors.penskeautomotive.com/financials/sec-filings.

Participants in the Solicitation

The Company and certain of its directors, executive officers and other employees may, under the rules of the SEC, be deemed to be participants in the solicitation of proxies in connection with the Merger. Information about the directors and executive officers of the Company is set forth in the Company’s definitive proxy statement on Schedule 14A for the 2026 annual meeting of the stockholders of the Company, filed with the SEC on March 20, 2026 (the “Annual Meeting Proxy Statement”), under the sections “Proposal 1 – Election of Directors,” “Executive Officers,” “Executive Compensation,” “Director Compensation” and “Security Ownership of Certain Beneficial Owners and Management,” and other documents subsequently filed by the Company with the SEC. Transactions with related persons (as defined in Item 404 of Regulation S-K promulgated under the Securities Act of 1933, as amended) are disclosed under the heading titled “Related Party Transactions” in the Annual Meeting Proxy Statement. To the extent holdings of securities by potential participants (or the identity of such participants) have changed since the information set forth in the Annual Meeting Proxy Statement, such information has been or will be reflected on the Company’s Statements of Beneficial Ownership on Forms 3 and 4 filed with the SEC. Updated information regarding the identity of participants and their direct or indirect interests, by security holdings or otherwise, in the Company will be set forth in the Proxy Statement regarding the approval of the Merger and other relevant documents to be filed with the SEC, including the Schedule 13E-3, if and when they become available. These documents will be available free of charge as described above.

Cautionary Statement Regarding Forward-Looking Statements

This Current Report on Form 8-K 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 Merger. 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.  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; statements about the expected timetable for completing the Merger, 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 acquisition 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 Merger 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 include, but are not limited to, uncertainties as to the timing of the Merger; the possibility that Buyer’s committed debt financing will not be available; uncertainties as to how many of the Company’s shareholders will vote in favor of the Merger; the possibility that various conditions to the consummation of the Merger may not be satisfied or waived; 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 Merger could have adverse effects on the market price of the Company Common Stock, credit ratings or operating results; the effects of disruption from the transactions contemplated by the Merger Agreement and the impact of the announcement and pendency of the transactions on the Company’s business, including the ability of the Company to attract, retain and hire key personnel and to maintain relationships with customers, suppliers and others with whom the Company does business, employee departures, diversion of management’s time and attention from ordinary course business operations, or certain restrictions during the pendency of the Merger that may impact the Company’s ability to pursue certain business opportunities or strategic transactions; the risk that shareholder litigation in connection with the Merger may result in significant costs of defense, indemnification and liability; the risk that there may be unexpected costs, charges or expenses resulting from the Merger; general industry conditions and competition; general economic factors, including interest rate and currency exchange rate fluctuations; and the impact of tariffs. 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.

Exhibit Index

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.