PAGPENSKE AUTOMOTIVE GROUP, INC.

Retail-Auto Dealers & Gasoline Stations

Revenue: $31.8B; 0.2% YoY
Operating margin: 4.0%; 6.4% YoY
EBITDA: $1.5B; 5.1% YoY
Market cap: $13.9B
Employees: 27,700; $1M revenue each
Net debt / EBITDA: 1.6×; $2.3B net debt
AI in 10-K: 0.7; mentions per 10K words

Takeover score 1 of 13

Fixable underperformance 0 of 7

TSR below peersNo
—
3+ of last 5 years
High CEO pay despite TSRNo
—
Median CEO pay ≥ $15M while TSR trails
Earnings not backed by cashNo
104% of net income
Cash flow under 80% of net income
Dilutive SBCNo
0% of revenue
Over 10% of revenue
Payouts exceed cash flowNo
52% of cash flow
Buybacks + dividends over cash flow
Goodwill-heavyNo
15% of assets
Over 40% of assets
Shareholder dissentNo
97% lowest support
Any vote under 80% support

Buyer economics 0 of 4

Low revenue per employeeNo
$1M · 75th pct
Bottom quartile of its SIC industry
Quiet on AINo
0.7 per 10K words · 26th pct
Bottom quartile of AI mentions in 10-Ks
Net cashNo
1.6× EBITDA net debt
More cash than debt, positive EBITDA
Buyout-sizedNo
$13.9B market cap
Market cap $500M–$5B

Catalysts 1 of 2

Active 13DYes
4 filings
Active-intent 13D in 18 months
Net insider sellingNo
−$832K net
Net sales over $10M in 12 months

Financials

Metric	FY2021	FY2022	FY2023	FY2024	FY2025	YoY	Trend
Revenue	$25.6B	$27.8B	$30.9B	$31.9B	$31.8B	0.2%
Operating income	$1.4B	$1.5B	$1.4B	$1.4B	$1.3B	6.5%
Net income	$1.2B	$1.4B	$1.1B	$969M	$935M	3.5%
Operating cash flow	$1.3B	$1.5B	$1.1B	$1.2B	$975M	21%
Capex	$249M	$283M	$386M	$378M	$325M	14%
Stock-based comp	$23M	$27M	$28M	$29M	$30M	2.7%
Buybacks	$281M	$869M	$359M	$59M	$159M	171%
Dividends	$143M	$154M	$189M	$274M	$344M	25%

Deal filings

None.

13D filers

Filed	Filer	Form	Stake	Intent
Oct 15, 2026	PENSKE ROGER S	SCHEDULE 13D/A	52.3%	Active
Oct 15, 2026	MITSUI & CO LTD	SCHEDULE 13D/A	20.3%	Active
Jul 22, 2026	MITSUI & CO LTD	SCHEDULE 13D/A	20.3%	Active
Jul 22, 2026	PENSKE ROGER S	SCHEDULE 13D/A	52.2%	Active
Jun 27, 2025	MITSUI & CO LTD	SCHEDULE 13D/A	20.1%	Passive
Jan 24, 2024	PENSKE ROGER S	SC 13D/A	51.4%	Passive
Dec 8, 2023	PENSKE ROGER S	SC 13D/A	51.3%	Passive
Dec 21, 2021	MITSUI & CO LTD	SC 13D/A	17.0%	Passive
Mar 1, 2019	MITSUI & CO LTD	SC 13D/A	15.7%	Passive

Insider trading

Open-market buys, 12 mo: $0 · 0
Open-market sells, 12 mo: $832K · 3
Net: −$832K

Pay vs performance

No pay-versus-performance disclosure yet.