Every material Form 8-K Penske Automotive has filed with the SEC since February 07, 2024, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
Penske Automotive Group reported third-quarter 2026 revenue up 4.5% to $8.4 billion, while net income attributable to common stockholders fell 1.8% to $220.8 million and earnings per share fell to $3.36 from $3.41. The company will not hold an earnings call, and the results come while a take-private deal at $212.00 per share in cash is pending, with closing expected in the first quarter of 2027 subject to stockholder vote and regulatory approvals.
Q3 revenue $8.4 billion, up 4.5% from $8.1 billion; net income $220.8 million vs. $224.8 million; EPS $3.36 vs. $3.41
Q3 results include $6.3 million of Proposed Transaction costs, or $0.07 per share
Pending take-private by Motown Acquisition Corp. at $212.00 per share in cash, expected to close in Q1 2027
Quarterly dividend raised 1.4% to $1.46 per share, payable December 1, 2026; no further buybacks expected during the pendency of the deal
Penske Automotive Group entered into a merger agreement under which Penske Corporation and Mitsui & Co. would acquire the company through Motown Acquisition Corp. Holders other than the investor group would receive $212.00 per share in cash, valuing the company at an enterprise value of approximately $16.3 billion, and shares would no longer trade on the New York Stock Exchange after closing.
Merger consideration is $212.00 per share in cash, an 8.84% premium to the October 14, 2026 closing price
Enterprise value is approximately $16.3 billion; post-closing ownership would be about 64% Penske and 36% Mitsui
Closing is expected in the first quarter of 2027, subject to regulatory approvals and stockholder votes, including a majority of votes cast by unaffiliated stockholders
Third quarter 2026 results will be released October 28, 2026, with no earnings conference call
Penske Automotive Group reported second quarter 2026 revenue up 6% to $8.5 billion, but net income attributable to common stockholders fell to $260.4 million from $266.6 million, and earnings per share fell to $3.96 from $4.03. The filing also discloses an unsolicited, preliminary, non-binding take-private proposal from Penske Corporation and Mitsui & Co. for the shares they do not already own.
Q2 revenue rose 6% to $8.5 billion; net income attributable to common stockholders was $260.4 million versus $266.6 million a year earlier.
Q2 EPS was $3.96 versus $4.03; adjusted EPS, excluding the gain on sale of dealerships, was $3.62.
Six-month EPS was $7.52 versus $7.89; the board approved a 1.4% quarterly dividend increase to $1.44 per share, payable September 1, 2026.
Forward-looking statements cite an unsolicited take-private proposal from Penske Corporation and Mitsui & Co., which may not be pursued or completed.
Penske Automotive Group reported first quarter 2026 results, with revenue of $7.9 billion, down from $8.0 billion a year earlier. GAAP net income attributable to common stockholders fell 9.0% to $234.5 million, and adjusted net income decreased 16% to $200.6 million, which the company attributed to a difficult prior-year comparison and challenging market conditions. The company also completed acquisitions and repurchased shares during the quarter.
Revenue $7.9 billion vs. $8.0 billion; GAAP EPS $3.56 vs. $3.86 a year earlier
Adjusted net income $200.6 million (down 16%); adjusted EPS $3.05 (down 15%)
Retail commercial truck revenue fell to $694.6 million from $823.7 million; the company cited weak freight demand in late 2025
Acquired two Lexus dealerships in Orlando, expected to add $450 million in annualized revenue; repurchased 170,393 shares for $26.4 million
Penske Automotive Group reported fourth quarter and full year 2025 results on February 11, 2026. Q4 revenue fell 3.8% to $7.8 billion and net income attributable to common stockholders fell 25% to $186.1 million, with GAAP results including impairments and other charges. The board raised the quarterly dividend to $1.40 per share, the company's 21st consecutive quarterly increase.
Q4 revenue was $7.8 billion versus $8.1 billion a year earlier; Q4 earnings per share was $2.83 versus $3.73.
Excluding certain impairments and other charges, Q4 adjusted earnings per share decreased 22% to $2.91.
Full-year 2025 net income attributable to common stockholders decreased 4% to $935.4 million; full-year revenue was $31.8 billion, flat year over year.
Quarterly dividend increased 1.4% to $1.40 per share, payable March 5, 2026, to holders of record as of February 25, 2026.
Penske Automotive Group said a wholly owned subsidiary completed the purchase of four franchised dealerships on November 19, 2025: Longo Toyota and Longo Lexus in El Monte, California, Lexus Stevens Creek in California, and Longo Toyota of Prosper in Texas. The aggregate purchase price is $519,423,000, subject to post-closing adjustments, and the seller is partly owned by entities tied to Chair and CEO Roger S. Penske's family, making this a related-party transaction reviewed by an independent special committee.
Aggregate purchase price of $519,423,000, including $47,673,000 estimated net worth of Penske Motor Group, LLC as of closing, subject to post-closing adjustments
Cash payment of $363,596,100 and $155,826,900 under a 4.5% unsecured senior subordinated promissory note with a three-year term, guaranteed by the company
Press release says the dealerships are expected to add $1.5 billion in estimated annualized revenue and retailed over 28,000 new and used units in 2024
Seller's holding company is 69.35% owned by GWood, an affiliate of Greg Penske, Vice Chair of the Board; the Board's approval was subject to a special committee recommendation
Penske Automotive Group reported third quarter 2025 revenue up 1.4% to $7.7 billion, while net income attributable to common stockholders fell 6% to $213.0 million and earnings per share fell 5% to $3.23. The company said a cyber security incident at a U.K. OEM partner, higher U.K. social program costs and a higher tax rate, along with weak North American freight demand, weighed on profit.
Revenue rose 1.4% to $7.7 billion; net income attributable to common stockholders fell 6% to $213.0 million from $226.1 million.
Earnings per share were $3.23 versus $3.39 a year earlier; the company said third quarter earnings before taxes were reduced by approximately $23 million from U.K. and tax-related factors.
Retail commercial truck unit sales fell 19% to 5,108, and Penske Transportation Solutions earnings were $58.5 million versus $60.3 million.
The company repaid $550 million of senior subordinated notes at maturity in September 2025, and the Board raised the quarterly dividend 4.5% to $1.38 per share on October 15, 2025.
Penske Automotive Group reported second quarter 2025 results on July 30, 2025. Revenue was flat at $7.7 billion, while net income attributable to common stockholders rose 4% to $250.0 million and earnings per share rose 5% to $3.78. The company also raised its quarterly dividend 4.8% to $1.32 per share.
Revenue flat at $7.7 billion versus the second quarter of 2024
Net income attributable to common stockholders $250.0 million, up from $241.2 million; EPS $3.78 versus $3.61
Gross profit rose 3% to $1.3 billion; overall gross margin 16.9%, up 50 basis points
Quarterly dividend raised to $1.32 per share, payable September 3, 2025 to holders of record as of August 15, 2025
Penske Automotive Group's board declared a quarterly dividend of $1.26 per share, up 3.3% from the prior quarter, and added $250 million to its securities repurchase authority, bringing the total to $295.8 million. The dividend is the company's 18th consecutive quarterly increase, and the filing also reports that all proposals at the May 14, 2025 annual meeting were approved.
Quarterly dividend of $1.26 per share, an increase of $0.04 (3.3%), payable June 3, 2025 to holders of record as of May 27, 2025
Additional $250 million in repurchase authority; total current authority is $295.8 million as of May 14, 2025
All proposals approved at the May 14, 2025 annual meeting, including election of 13 directors and ratification of Deloitte & Touche LLP for 2025
Penske Automotive Group reported first quarter 2025 results on April 30, 2025, with revenue up 2% to a first quarter record of $7.6 billion and earnings per share up 14% to $3.66 from $3.21. Adjusted earnings per share rose 6% to $3.39, excluding a $52.3 million gain on sale of a dealership and $25.2 million of impairments and other charges, and the company repurchased shares totaling $71.2 million from April 1 through April 25, 2025.
Revenue rose 2% to $7.6 billion; net income attributable to common stockholders rose 14% to $244.3 million
Adjusted earnings per share rose 6% to $3.39; adjusted net income was $226.3 million
Premier Truck Group earnings before taxes fell to $45.1 million from $50.5 million, which the company attributed to a soft freight environment
$45.8 million remained under the repurchase authority as of April 25, 2025
Penske Automotive Group reported fourth quarter 2024 revenue of $7.7 billion, up 6% and a quarterly record, and earnings per share of $3.54 versus $2.84 a year earlier, a comparison that includes a $40.7 million goodwill impairment in the prior-year quarter. For full year 2024, revenue rose 3% to $30.5 billion, but net income attributable to common stockholders fell 12.8% to $918.9 million and EPS fell to $13.74 from $15.50. The board also declared a quarterly dividend of $1.22 per share, up 2.5%.
Q4 2024 revenue $7.7 billion, up 6%; net income attributable to common stockholders $236.4 million; EPS $3.54 vs $2.84
Q4 2023 included a $40.7 million goodwill impairment, or $0.61 per share
Full year 2024 EPS $13.74 vs $15.50; net income $918.9 million vs $1.05 billion
Dividend $1.22 per share, payable March 6, 2025, to holders of record as of February 24, 2025
Penske Automotive Group entered into an Eleventh Amendment to its U.S. credit agreement on December 2, 2024, principally increasing the facility borrowing capacity from $1.2 billion to $1.5 billion. The amended agreement extends to September 30, 2027, and includes covenants restricting dividends, asset sales, and additional debt, with substantially all U.S. assets pledged to lenders.
Revolving loan capacity rises from $1.2 billion to $1.5 billion, plus up to $75.0 million in letters of credit
Up to $400.0 million may be borrowed for foreign acquisitions; agreement expires September 30, 2027
Revolving loans bear adjusted SOFR plus 1.50%; uncollateralized borrowings above the borrowing base bear adjusted SOFR plus 2.00%
Lenders include Mercedes-Benz Financial Services USA, Toyota Motor Credit Corporation and Daimler Truck Financial Services USA
Penske Automotive Group reported third quarter 2024 revenue up 2% to $7.6 billion, but net income attributable to common stockholders fell 14.2% to $226.1 million and earnings per share fell to $3.39 from $3.92. The board also approved a quarterly dividend of $1.19 per share, an 11% increase, and the company agreed to acquire a third Porsche dealership in Melbourne, Australia.
Revenue rose 2% to $7.6 billion; retail automotive service and parts revenue hit a record $778.0 million, up 14%
Net income attributable to common stockholders was $226.1 million versus $263.4 million a year earlier
Quarterly dividend raised to $1.19 per share, payable December 3, 2024, to holders of record on November 15, 2024
October 2024 agreement to buy a Porsche dealership expected to add $130 million in estimated annualized revenue
Penske Automotive Group reported second quarter 2024 revenue up 3% from a year earlier to a record $7.7 billion. Net income attributable to common stockholders fell 19.8% to $241.2 million, and earnings per share fell to $3.61 from $4.41, so profit declined even as sales grew. The board also approved a quarterly dividend of $1.07 per share, an 11% increase.
Revenue rose 3% to $7.7 billion, a quarterly record, versus $7.5 billion in Q2 2023.
Net income attributable to common stockholders was $241.2 million versus $300.8 million; EPS was $3.61 versus $4.41.
Quarterly dividend raised 11% to $1.07 per share, payable September 4, 2024, to holders of record as of August 15, 2024.
Penske Automotive Group reported first quarter 2024 results on April 30, 2024. Revenue rose 1.5% to $7.4 billion, but net income attributable to common stockholders fell 27.9% to $215.2 million, and earnings per share dropped to $3.21 from $4.31, partly due to higher interest costs and lower equity earnings from Penske Transportation Solutions.
Revenue increased 1.5% to $7.4 billion; net income attributable to common stockholders was $215.2 million versus $298.3 million a year earlier
Earnings per share were $3.21 compared with $4.31 in the first quarter of 2023
Higher interest costs of $17.4 million and equity earnings from PTS of $32.5 million versus $80.8 million weighed on profit
The company repurchased shares for approximately $32.9 million and had $182.6 million remaining under its repurchase authority as of March 31, 2024
Penske Automotive Group reported fourth quarter and full year 2023 results, with fourth quarter revenue up 4% to $7.3 billion but income attributable to common stockholders down 36% to $190.7 million. A non-cash goodwill impairment charge of $40.7 million weighed on profit, and the board approved a 10% increase in the quarterly dividend to $0.87 per share.
Q4 revenue rose 4% to $7.3 billion; income attributable to common stockholders fell 36% to $190.7 million from $298.0 million.
Q4 earnings per share were $2.84 versus $4.21; excluding the $0.61 per share impairment charge, adjusted EPS was $3.45.
Full year 2023 revenue rose 6% to $29.5 billion; full year EPS was $15.50, down 16%.
Quarterly dividend raised 10% to $0.87 per share, payable March 1, 2024 to holders of record as of February 15, 2024.
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