Penske Automotive Group reports $213 million net income for Q3 2025

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For the quarterly period ended June September 30, 2025

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As of July 25, October 24, 2025, there were 66,044,372 65,858,552 shares of voting common stock outstanding.

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Financial statements 273 changes

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Cash and cash equivalents $ 155.3 80.3 $ 72.4

Accounts receivable, net of allowance for doubtful accounts of $ 7.2 6.9 and $ 6.3

Inventories 4,849.6 4,705.1 4,640.2

Other current assets 242.7 233.6 213.1

Total current assets 6,290.7 6,012.3 5,927.8

Property and equipment, net 3,173.7 3,165.8 3,006.2

Operating lease right-of-use assets 2,486.2 2,473.4 2,467.2

Goodwill 2,431.9 2,425.5 2,371.3

Other indefinite-lived intangible assets 1,028.6 1,042.1 1,011.6

Equity method investments 1,859.4 1,890.2 1,827.0

Other long-term assets 122.9 109.5 109.8

Total assets $ 17,393.4 17,118.8 $ 16,720.9

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Floor plan notes payable $ 2,625.5 2,453.8 $ 2,535.8

Floor plan notes payable — non-trade 1,603.7 1,514.8 1,488.2

Accounts payable 882.5 960.5 851.7

Accrued expenses and other current liabilities 1,004.9 967.7 889.0

Current portion of long-term debt 876.0 305.4 721.2

Total current liabilities 6,992.6 6,202.2 6,485.9

Long-term debt 906.7 1,265.6 1,130.8

Long-term operating lease liabilities 2,402.0 2,389.6 2,392.6

Deferred tax liabilities 1,202.6 1,277.7 1,231.0

Other long-term liabilities 258.1 258.4 253.3

Total liabilities 11,762.0 11,393.5 11,493.6

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Common Stock, $ 0.0001 par value, 240,000,000 shares authorized; 66,044,106 65,995,364 shares issued and outstanding at June September 30, 2025; 66,774,651 shares issued and outstanding at December 31, 2024

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Retained earnings 5,786.1 5,910.9 5,565.2

Accumulated other comprehensive loss ( 172.4 203.6 ) ( 364.5 )

Total Penske Automotive Group stockholders' equity 5,613.7 5,707.3 5,209.8

Non-controlling interest 17.7 18.0 17.5

Total equity 5,631.4 5,725.3 5,227.3

Total liabilities and equity $ 17,393.4 17,118.8 $ 16,720.9

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June 30, Six Months Ended

September 30, Nine Months Ended

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Retail automotive dealership $ 6,517.5 $ 6,615.4 $ 13,086.8 $ 13,093.4

Retail commercial truck dealership 943.6 892.3 1,767.3 1,684.1

Commercial vehicle distribution and other 201.2 189.0 412.7 367.0

Total revenues 7,662.3 7,696.7 15,266.8 15,144.5

Retail automotive dealership 5,408.7 5,540.4 10,894.2 10,961.2

Retail commercial truck dealership 800.0 747.8 1,482.7 1,394.8

Commercial vehicle distribution and other 157.0 144.4 324.3 279.2

Total cost of sales 6,365.7 6,432.6 12,701.2 12,635.2

Gross profit 1,296.6 1,264.1 2,565.6 2,509.3

Selling, general, and administrative expenses 906.3 887.5 1,819.9 1,767.3

Depreciation 42.1 38.6 82.0 76.4

Operating income 348.2 338.0 663.7 665.6

Floor plan interest expense ( 43.3 ) ( 46.6 ) ( 84.8 ) ( 91.4 )

Other interest expense ( 21.6 ) ( 19.9 ) ( 44.1 ) ( 41.2 )

Retail automotive dealership $ 6,570.1 $ 6,340.7 $ 19,656.9 $ 19,434.1

Retail commercial truck dealership 918.6 1,063.3 2,685.9 2,747.4

Commercial vehicle distribution and other 206.6 186.8 619.3 553.8

Total revenues 7,695.3 7,590.8 22,962.1 22,735.3

Retail automotive dealership 5,503.8 5,299.2 16,398.0 16,260.4

Retail commercial truck dealership 782.3 906.2 2,265.0 2,301.0

Commercial vehicle distribution and other 160.1 142.2 484.4 421.4

Total cost of sales 6,446.2 6,347.6 19,147.4 18,982.8

Gross profit 1,249.1 1,243.2 3,814.7 3,752.5

Selling, general, and administrative expenses 907.5 885.2 2,727.4 2,652.5

Depreciation 42.9 40.6 124.9 117.0

Operating income 298.7 317.4 962.4 983.0

Floor plan interest expense ( 42.9 ) ( 50.8 ) ( 127.7 ) ( 142.2 )

Other interest expense ( 22.0 ) ( 22.9 ) ( 66.1 ) ( 64.1 )

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Equity in earnings of affiliates 53.6 54.0 86.9 87.3

Income before income taxes 336.9 325.5 674.0 620.3

Income taxes ( 86.0 ) ( 82.6 ) ( 178.1 ) ( 161.2 )

Net income 250.9 242.9 495.9 459.1

Equity in earnings of affiliates 58.4 60.7 145.3 148.0

Income before income taxes 292.2 304.4 966.2 924.7

Income taxes ( 78.7 ) ( 77.4 ) ( 256.8 ) ( 238.6 )

Net income 213.5 227.0 709.4 686.1

Less: Income attributable to non-controlling interests 0.5 0.9 1.7 1.6 2.7 2.1 3.6

Net income attributable to Penske Automotive Group common stockholders $ 250.0 213.0 $ 241.2 226.1 $ 494.3 707.3 $ 456.4 682.5

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Net income attributable to Penske Automotive Group common stockholders $ 3.78 3.23 $ 3.61 3.39 $ 7.44 10.67 $ 6.81 10.20

Shares used in determining basic earnings per share 66.2 66.0 66.8 66.3 66.9 66.5 67.0

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Net income attributable to Penske Automotive Group common stockholders $ 3.78 3.23 $ 3.61 3.39 $ 7.44 10.66 $ 6.81 10.20

Shares used in determining diluted earnings per share 66.2 66.0 66.8 66.3 66.9 66.5 67.0

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Net income $ 250.9 $ 242.9 $ 495.9 $ 459.1

Cash dividends per share $ 1.26 $ 0.96 $ 2.48 $ 1.83

Net income $ 213.5 $ 227.0 $ 709.4 $ 686.1

Less: Income attributable to non-controlling interests 0.5 0.9 1.7 1.6 2.7 2.1 3.6

Net income attributable to Penske Automotive Group common stockholders $ 250.0 213.0 $ 241.2 226.1 $ 494.3 707.3 $ 456.4 682.5

Cash dividends per share $ 1.32 $ 1.07 $ 3.80 $ 2.90

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Other information 114 changes

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Operating cash flows from operating leases $ 141.7 213.2 $ 133.5 202.4

Right-of-use assets modified or obtained in exchange for operating lease liabilities, net $ ( 18.1 ) 7.1 $ 112.2 133.7

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June September 30, 2025 December 31, 2024

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The following table summarizes the maturity of our lease liabilities on an undiscounted cash flow basis and a reconciliation to the operating lease liabilities recognized on our consolidated condensed balance sheet as of June September 30, 2025:

Maturity of Lease Liabilities June September 30, 2025

Total future minimum lease payments $ 5,342.6 5,427.5

Less: Imputed interest ( 2,838.2 2,936.1 )

Present value of future minimum lease payments $ 2,504.4 2,491.4

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Long-term operating lease liabilities 2,402.0 2,389.6

Total operating lease liabilities $ 2,504.4 2,491.4

(1) Excludes the six nine months ended June September 30, 2025.

(2) Included within "Accrued expenses and other current liabilities" on Consolidated Condensed Balance Sheet as of June September 30, 2025.

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Retail automotive dealership new vehicles $ 2,325.1 2,204.4 $ 2,345.7

Retail automotive dealership used vehicles 1,168.5 1,238.5 1,119.2

Retail automotive parts, accessories, and other 183.1 181.0 167.8

Retail commercial truck dealership vehicles and parts 651.3 531.5 518.4

Commercial vehicle distribution vehicles, parts, and engines 521.6 549.7 489.1

Total inventories $ 4,849.6 4,705.1 $ 4,640.2

We receive credits from certain vehicle manufacturers that reduce cost of sales when the vehicles are sold. Such credits amounted to $ 17.2 18.6 million and $ 16.3 18.3 million during the three months ended June September 30, 2025 and 2024, respectively, and $ 33.9 52.5 million and $ 30.7 49.0 million during the six nine months ended June September 30, 2025 and 2024, respectively.

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Six Months Ended June 30,

Accounts receivable $ 33.6

Property and equipment 37.0

Indefinite-lived intangibles 319.8

During the six nine months ended June September 30, 2025, we made no acquisitions. acquired one retail automotive franchise in Italy, which generated $ 7.0 million of revenue and $ 0.3 million of pre-tax income from our date of acquisition through September 30, 2025. During the six nine months ended June September 30, 2024, we acquired 16 retail automotive franchises in the U.K., acquired two retail automotive franchises in Italy, and acquired two retail automotive franchises and one used vehicle dealership in Australia, and acquired one Ford franchise in the U.S. We also acquired three full-service commercial truck dealerships and two independent repair facilities in the U.S. adding to PTG's operations. Our financial statements include the results of operations of the acquired entities from the date of acquisition. The fair value of the assets acquired and liabilities assumed have been recorded in our consolidated condensed financial statements and may be subject to adjustment pending completion of final valuation. The following table summarizes the aggregate consideration paid and the aggregate amounts of the assets acquired and liabilities assumed for the six nine months ended June September 30, 2025, and 2024:

Nine Months Ended September 30,

Accounts receivable $ — $ 34.1

Inventories 2.8 217.9

Other current assets 0.1 0.2

Property and equipment 0.5 63.5

Indefinite-lived intangibles 25.4 402.2

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Current liabilities ( 62.4 )

Noncurrent liabilities ( 22.4 )

Three Months Ended June 30, Six Months Ended June 30,

Revenues $ 7,964.7 $ 15,689.0

Current liabilities ( 7.3 ) ( 59.9 )

Noncurrent liabilities — ( 20.6 )

Total cash used in acquisitions $ 440.8 21.5 $ 637.4

Our following unaudited consolidated pro forma results of operations for the three and six nine months ended June September 30, 2025, and 2024 give effect to acquisitions consummated during 2025 and 2024 as if they had occurred on January 1, 2024. This pro forma information is based on historical results of operations, adjusted for the income statement effects of incremental interest expense directly resulting from the acquisitions and the related tax effects. The pro forma information is not necessarily indicative of the results that would have been achieved had the transactions occurred on the first day of each of the periods presented or that may be achieved in the future:

Three Months Ended September 30, Nine Months Ended September 30,

Revenues $ 7,695.3 $ 7,657.6 $ 22,980.8 $ 23,365.0

Net income attributable to Penske Automotive Group common stockholders 245.8 465.7 213.0 226.6 708.0 692.9

Net income per diluted common share $ 3.67 3.23 $ 6.95 3.39 $ 10.67 $ 10.35

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The following is a summary of the changes in the carrying amount of goodwill and other indefinite-lived intangible assets during the six nine months ended June September 30, 2025:

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Disposals ( 7.9 ) ( 9.9 )

Disposals ( 8.0 ) ( 9.9 )

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Foreign currency translation 68.5 30.3

Balance, June 30, 2025

Foreign currency translation 54.7 25.9

Balance, September 30, 2025

As of June September 30, 2025, the goodwill balance for reporting units within our Retail Automotive, Retail Commercial Truck, and Other reportable segments was $ 1,855.5 1,850.7 million, $ 502.2 500.2 million, and $ 74.2 74.6 million, respectively. There is no goodwill recorded in our Non-Automotive Investments reportable segment.

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The weighted average interest rate on floor plan borrowings was 4.4 % and 4.9 5.0 % for the six nine months ended June September 30, 2025 and 2024, respectively. We classify floor plan notes payable to a party other than the manufacturer of a particular new vehicle and all floor plan notes payable relating to pre-owned vehicles as "Floor plan notes payable — non-trade" on our consolidated balance sheets and classify related cash flows as a financing activity on our consolidated statements of cash flows.

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June 30, Six Months Ended

Weighted average number of common shares outstanding 66,172,701 66,878,772 66,470,709 66,969,939

Basic earnings per share is computed by dividing net income attributable to common stockholders by the number of weighted average shares of voting common stock outstanding, including unvested restricted stock awards which contain rights to non-forfeitable dividends. Diluted earnings per share is computed by dividing net income attributable to common stockholders by the number of weighted average shares of voting common stock outstanding, adjusted for the dilutive impact of unissued shares paid to directors during the year as compensation. A reconciliation of the number of shares used in the calculation of basic and diluted earnings per share for the three and six nine months ended June September 30, 2025 and 2024 follows:

September 30, Nine Months Ended

Weighted average number of common shares outstanding 66,015,808 66,769,195 66,316,673 66,902,644

Effect of non-participatory equity compensation 14,551 16,776 14,551 16,776 14,375 15,392 14,375 15,392

Weighted average number of common shares outstanding, including effect of dilutive securities 66,187,252 66,895,548 66,485,260 66,986,715 66,030,183 66,784,587 66,331,048 66,918,036

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U.K. credit agreement — revolving credit line 34.3 40.3 171.4

3.50 % senior subordinated notes due 2025 (1)

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Mortgage facilities 379.5 474.8

Other debt 322.0 160.1

Mortgage facilities 735.1 474.8

Other debt 298.5 160.1

Total long-term debt 1,782.7 1,571.0 1,852.0

Less: current portion ( 876.0 305.4 ) ( 721.2 )

Net long-term debt $ 906.7 1,265.6 $ 1,130.8

(1) During the third quarter of 2025, we repaid in full at scheduled maturity our $ 550 million of 3.50 % senior subordinated notes due September 1, 2025.

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On April 29, 2025, we entered into the Twelfth Amendment (the "Amendment") to Our 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 lower the applicable interest rate on revolving loans exceeding a defined borrowing base. As amended, the U.S. credit agreement provides for up to $ 1.5 billion in revolving loans for working capital, acquisitions, capital expenditures, investments, and other general corporate purposes and provides up to an additional $ 75 million of letters of credit. The U.S. credit agreement provides for a maximum of $ 400 million of borrowings for foreign acquisitions and expires on September 30, 2027. 2028.

The interest rate on outstanding borrowings is based on an adjusted Secured Overnight Financing Rate ("SOFR") plus 1.50 %, with uncollateralized borrowings in excess of a defined borrowing base bearing interest at adjusted SOFR plus a margin ranging from 1.50 % to 2.00 %, based on a ratio of consolidated non-vehicle debt to adjusted earnings before interest, taxes, depreciation, and amortization. The previous interest rate for uncollateralized borrowings in excess of the defined borrowing base was adjusted SOFR plus 2.00 %.

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The U.S. credit agreement also contains typical events of default, including upon a change of control, non-payment of our obligations, and cross-defaults to our other material indebtedness. Substantially all of our U.S. assets are subject to security interests granted to the lenders under the U.S. credit agreement. As of June September 30, 2025, we had no revolver borrowings under the U.S. credit agreement.

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Our U.K. credit agreement with National Westminster Bank Plc and BMW Financial Services (GB) Limited provides up to a £ 200.0 million revolving line of credit to be used for working capital, acquisitions, capital expenditures, investments, and general corporate purposes. The revolving loans bear interest between defined Sterling Overnight Index Average ("SONIA") plus 1.10 % and defined SONIA plus 2.10 %. In addition, the U.K. credit agreement includes a £ 100.0 million "accordion" feature which allows the U.K. subsidiaries to request up to an additional £ 100.0 million of facility capacity, subject to certain limitations. The lenders may agree to provide additional capacity, and, if not, the U.K. subsidiaries may add an additional lender, if available, to the facility to provide such additional capacity. Our U.K. credit agreement expires in January 2028. As of June September 30, 2025, we had £ 25.0 30.0 million ($ 34.3 40.3 million) revolver borrowings under the U.K. credit agreement.

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September 1, 2025 February 15, August 15 $ 550 million

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Each of These notes are our unsecured, senior subordinated obligations and are guaranteed on an unsecured senior subordinated basis by our 100 % owned U.S. subsidiaries. Each These notes also contains customary negative covenants and events of default. If we experience certain "change of control" events specified in the indentures, holders of these notes will have the option to require us to purchase for cash all or a portion of their notes at a price equal to 101 % of the principal amount of the notes, plus accrued and unpaid interest. In addition, if we make certain asset sales and do not reinvest the proceeds thereof or use such proceeds to repay certain debt, we will be required to use the proceeds of such asset sales to make an offer to purchase the notes at a price equal to 100 % of the principal amount of the notes, plus accrued and unpaid interest. We may redeem the 3.50 % Notes and the 3.75 % Notes at the redemption prices noted in the respective indentures. During the third quarter of 2025, we repaid in full at scheduled maturity our $ 550 million of 3.50 % senior subordinated notes that mature on due September 1, 2025. were reclassified as current liabilities during the third quarter of 2024.

We are party to mortgages that bear interest at defined rates and require monthly principal and interest payments. We also have a revolving mortgage facility with Toyota Motor Credit Corporation in the U.S. Our maximum borrowing capacity under the mortgage facility is $ 500.0 million, contingent on our property values pledged under the mortgage facility. Our actual borrowing capacity as of June September 30, 2025, was $ 408.3 414.7 million. The facility bears interest at the prime rate minus 1.68 % and expires in December 2028. As of June September 30, 2025, we had $ 42.0 408.3 million outstanding borrowings under this mortgage facility. Our mortgage facilities also contain typical events of default, including non-payment of obligations, cross-defaults to our other material indebtedness, certain change of control events, and the loss or sale of certain dealerships operated at the properties. Substantially all of the buildings and improvements on the properties financed pursuant to the mortgage facilities are subject to security interests granted to the lender. As of June September 30, 2025, we owed $ 379.5 735.1 million of principal under all of our mortgage facilities.

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We are involved in litigation which may relate to claims brought by governmental authorities, issues with customers, and employment related matters, including class action claims and purported class action claims. As of June September 30, 2025, we were not party to any legal proceedings, including class action lawsuits that, individually or in the aggregate, are reasonably expected to have a material adverse effect on our results of operations, financial condition, or cash flows. However, the results of these matters cannot be predicted with certainty, and an unfavorable resolution of one or more of these matters could have a material adverse effect on our results of operations, financial condition, or cash flows.

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We have $ 13.0 12.8 million of letters of credit outstanding and $ 25.8 28.8 million of bank guarantees as of June September 30, 2025, and have posted $ 25.6 20.6 million of surety bonds in the ordinary course of business.

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Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

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Aggregate purchase price in millions $ 71.3 $ 25.2 $ 111.2 $ 58.1

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MD&A 447 changes

This Management's Discussion and Analysis of Financial Condition and Results of Operations contains forward-looking statements that involve risks and uncertainties. Our actual results may differ materially from those discussed in the forward-looking statements as a result of various factors, including those discussed in Part I, Item 1A. "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2024, Part II, Item 1A. "Risk Factors" in our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2025, and Part II, Item 1A. "Risk Factors" in this Quarterly Report on Form 10-Q, and those in our other periodic reports filed with the Securities and Exchange Commission, and "Forward-Looking Statements." We have acquired, disposed, and initiated a number of businesses during the periods presented and addressed in this Management's Discussion and Analysis of Financial Condition and Results of Operations. Our financial statements include the results of operations of those businesses from the date acquired or when they commenced operations. Our period-to-period results of operations may vary depending on the dates of acquisitions or disposals.

We are a diversified international transportation services company and one of the world's premier automotive and commercial truck retailers. We operate dealerships in the United States, the United Kingdom, Canada, Germany, Italy, Japan, and Australia, and we are one of the largest retailers of commercial trucks in North America for Freightliner. We also distribute and retail commercial vehicles, diesel and gas engines, power systems, and related parts and services principally in Australia and New Zealand. We employ over 28,400 28,300 people worldwide. Additionally, we own 28.9% of Penske Transportation Solutions, a business that employs nearly 44,000 43,000 people worldwide, manages one of the largest, most comprehensive and modern trucking fleets in North America with over 414,000 405,000 trucks, tractors, and trailers under lease, rental, and/or maintenance contracts, and provides innovative transportation, supply chain, and technology solutions to its customers.

During the six nine months ended June September 30, 2025, our business generated $15.3 $23.0 billion in total revenue, which is comprised of approximately $13.1 $19.7 billion from retail automotive dealerships, $1.8 $2.7 billion from retail commercial truck dealerships, and $412.7 $619.3 million from commercial vehicle distribution and other operations. We generated $2.6 $3.8 billion in gross profit, which is comprised of $2.2 $3.3 billion from retail automotive dealerships, $284.6 $420.9 million from retail commercial truck dealerships, and $88.4 $134.9 million from commercial vehicle distribution and other operations.

Retail Automotive. We are one of the largest global automotive retailers as measured by the $26.2 billion in total retail automotive dealership revenue we generated in 2024. We are diversified geographically with 57% 58% of our total retail automotive dealership revenues in the six nine months ended June September 30, 2025, generated in the U.S. and Puerto Rico and 43% 42% generated outside of the U.S. We offer over 40 vehicle brands with 73% of our retail automotive franchised dealership revenue generated from premium brands, such as Audi, BMW, Land Rover, Mercedes-Benz, and Porsche, and 21% 20% of revenue generated from volume non-U.S. brands such as Toyota and Honda in the six nine months ended June September 30, 2025. As of June September 30, 2025, we operated 353 356 retail automotive franchised dealerships, of which 148 147 are located in the U.S. and 205 209 are located outside of the U.S., principally in the U.K. As of June September 30, 2025, we also operated 15 used vehicle dealerships, with six dealerships in the U.S. operating under the brand name CarShop, eight dealerships in the U.K. operating under the brand name Sytner Select, and one dealership in Australia operating under the brand name Penske Select. We retailed and wholesaled, including agency units, more than 280,000 418,000 vehicles in the six nine months ended June September 30, 2025.

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During the six nine months ended June September 30, 2025, we sold one two retail automotive franchise franchises and opened one retail automotive franchise in the U.S. and We also sold one used vehicle dealership and opened three retail automotive franchises in the U.K., In July 2025, and we acquired one retail automotive franchise in Italy. Retail automotive dealerships represented 85.7% 85.6% of our total revenues and 85.5% 85.4% of our total gross profit in the six nine months ended June September 30, 2025.

Retail Commercial Truck Dealership. We operate Premier Truck Group ("PTG"), a heavy- and medium-duty truck dealership group offering primarily Freightliner and Western Star trucks (both Daimler brands), with locations across 10 U.S. states and the Canadian provinces of Ontario and Manitoba. As of June September 30, 2025, PTG operated 45 locations selling new and/or used trucks, performing service and parts operations, or offering collision repair services. We retailed and wholesaled 10,203 15,393 new and used trucks in the six nine months ended June September 30, 2025. This business represented 11.6% 11.7% of our total revenues and 11.1% 11.0% of our total gross profit in the six nine months ended June September 30, 2025.

Penske Australia. Penske Australia is the exclusive importer and distributor of Western Star heavy-duty trucks (a Daimler brand), MAN heavy- and medium-duty trucks and buses (a VW Group brand), and Dennis Eagle refuse collection vehicles, together with associated parts, across Australia, New Zealand, and portions of the Pacific. In most of these same markets, we are also a leading distributor of diesel and gas engines and power systems, principally representing MTU (a Rolls-Royce solution), Detroit Diesel, Allison Transmission, and Bergen Engines. Penske Australia offers products across the on- and off-highway markets, including in the trucking, mining, power generation, energy solutions, defense, marine, rail, and construction sectors and supports full parts and aftersales service through a network of branches, field service locations, and dealers across the region. These businesses represented 2.7% of our total revenues and 3.4% 3.6% of our total gross profit in the six nine months ended June September 30, 2025.

Penske Transportation Solutions. We hold a 28.9% ownership interest in Penske Truck Leasing Co., L.P. ("PTL"). PTL is owned 41.1% by Penske Corporation, 28.9% by us, and 30.0% by Mitsui & Co., Ltd. ("Mitsui"). We account for our investment in PTL under the equity method, and we therefore record our share of PTL's earnings on our statements of income under the caption "Equity in earnings of affiliates," which also includes the results of our other equity method investments. Penske Transportation Solutions ("PTS") is the universal brand name for PTL's various business lines through which it is capable of meeting customers' needs across the supply chain with a broad product offering that includes full-service truck leasing, truck rental, and contract maintenance along with logistics services, such as dedicated contract carriage, distribution center management, freight management, and dry van truckload carrier services. We recorded $86.7 $145.1 million and $85.4 $145.7 million in equity earnings from this investment for the six nine months ended June September 30, 2025 and 2024, respectively.

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Tariffs. On March 26, 2025, U.S. President Trump announced the imposition of a 25% tariff on imports of automobiles and certain automobile parts (the "Automotive Tariffs"). These tariffs, which became effective on April 3, 2025, apply to imported fully-assembled passenger vehicles including sedans, SUVs, crossovers, minivans, and cargo vans as well as light trucks, and also apply to certain imported automotive parts. The situation regarding tariffs remains fluid.

In addition to the Automotive Tariffs, on April 2, 2025, U.S. President Trump announced a baseline tariff of 10% applied to imports from most countries, with limited country and product exceptions, and elevated tariff rates imposed on many specific countries (the "Reciprocal Tariffs"), although the implementation date of the Reciprocal Tariffs for countries not having reached new trade agreements with the U.S. has been extended until August 1, 2025. The vehicles and parts subject to the Automotive Tariffs are not subject to the Reciprocal Tariffs, although on April 29, 2025, U.S. President Trump announced further actions to reduce the compounding effects of other tariffs on vehicles and parts subject to the Automotive Tariffs and provide a partial reimbursement for tariffs imposed on foreign parts included in certain domestically assembled vehicles.

In response to these and other recently announced tariffs, certain key trading partners of the U.S. have negotiated new trade agreements with the United States to reduce the impact of tariffs, while trade discussions with other key partners remain ongoing. Despite new publicly announced trade agreements and ongoing bilateral discussions with key trading partners, the nature and scope of any new trade agreements remains uncertain.

It is difficult to assess the impact of tariffs and non-tariff trade barriers on our business and results of operations, particularly as the situation regarding tariffs and changes to trade policy remains fluid and our manufacturer partners have taken varying approaches in response. If sustained in their current or similar forms, tariffs are expected to broadly impact the automotive industry and supply chain and will affect a substantial portion of the retail automotive and commercial truck vehicles and parts we sell. The Automotive Tariffs and other tariffs have increased, or are likely to increase, the cost of acquiring vehicles and parts, as well as our inventory carrying costs going forward, which may alter the future mix and demand for certain vehicles produced by our manufacturer partners. Further, tariffs affecting new vehicles may potentially increase demand for used vehicles and our service and parts operations. While not subject to the Automotive Tariffs, the new trucks sold by Premier Truck Group ("PTG") are subject to the Reciprocal Tariffs and other tariffs which have been or may be announced and may have similar effects on the retail truck industry. We continue to monitor the impact of tariffs on our business and results of operations. For an additional discussion of certain risks associated Tariffs, see Part II, Item 1A. Risk Factors, "Tariffs and Trade Risk" in our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2025.

Electric Vehicle Regulation. Federal and state governments and regulators in our markets have placed various restrictions on new retail automotive and commercial vehicles in an effort to combat perceived negative environmental effects, in many cases requiring vehicle manufacturers to achieve progressively lower emissions for new vehicles. For example, in 2023 and 2024, the Environmental Protection Agency ("EPA") allowed the State of California Air Resource Board ("CARB") to adopt several environmental regulations exceeding various federal standards, including (i) the Advanced Clean Cars II ("ACCII") program to rapidly accelerate the transition to Zero Emissions Vehicles (ZEVs) with 100% ZEV adoption required by model year 2035 (with certain allowances for hybrid gas/EVs), (ii) the Omnibus Low NOx program (the "Omnibus Rule") to reduce nitrogen oxides (NOx) emissions from heavy-duty vehicles and (iii) the Advanced Clean Trucks rule ("ACT") to phase out the sale of medium and heavy-duty gas-powered commercial vehicles over time by requiring a certain percentage of each manufacturer's commercial vehicles sold within the state to be ZEVs. Certain states subsequently adopted California's mandates, in whole or in part.

However, a renewed scrutiny by the U.S. executive branch, certain administrative agencies, and the U.S. Congress, as well as various international regulatory agencies, has cast uncertainty over the timelines and ultimate implementation of various environmental regulations and electrification mandates and in some cases, has resulted in their modification or repeal. In June 2025, three Congressional Review Act resolutions blocked the implementation of California's vehicle emissions mandates including ACCII, the Omnibus Rule, and ACT, with the practical effect of repealing California's electric vehicle mandates and those of other states adopting California's rules. Although California and ten other states have filed litigation challenging the procedural process undertaken by the U.S. Congress to repeal these mandates, the timing and outcome of such litigation is uncertain.

Further, the EPA has recently stated it would reconsider the agency's 2024 rules that would require a reduction in passenger vehicle fleetwide tailpipe emissions by nearly 50% by 2032 compared with 2027 projected levels, as well as the agency's "Clean Trucks Plan" regulation adopted in 2022, which aims to significantly reduce certain smog- and soot-forming emissions from heavy-duty vehicles beginning in model year 2027. It is uncertain whether these rules will be further revoked or modified.

In addition, although representatives of the U.K. government have proposed a ban on the sale of internal combustion engines in new cars and new vans beginning in 2030, the phase out has been recently moderated to allow hybrid cars to be sold until 2035, with limited exceptions to the ZEV mandate for certain lower volume manufacturers. The status of, and any impact to our business from, these executive, legislative, and regulatory efforts remains uncertain.

Tariffs. In addition to previously announced tariffs imposed on automobiles and certain automobile parts (the "Automotive Tariffs"), U.S. President Trump recently announced the imposition of a 25% tariff on medium- and heavy-duty trucks and truck parts (the "Truck Tariffs"), scheduled to be effective on November 1, 2025. In their current form, the Truck Tariffs are expected to impact various commercial vehicles sold by our Premier Truck Group ("PTG") business and trucks used in the operations of Penske Transportation Solutions ("PTS"). The policies and announcements regarding tariffs, including the Automotive Tariffs and Truck Tariffs, remain fluid, and we continue to monitor the impact of tariffs on our business and results of operations. For an additional discussion of certain risks associated Tariffs, see Part II, Item 1A. Risk Factors, "Tariffs and Trade Risk" in our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2025 and Item 1A. "Risk Factors" in this Quarterly Report on Form 10-Q.

Electric Vehicle Regulation. Federal and state governments and regulators in our markets have placed various restrictions on new retail automotive and commercial vehicles, in many cases requiring vehicle manufacturers to achieve progressively higher penetration of EVs or lower emissions of new internal combustion engine vehicle sales. See below for further discussion. The U.S. has recently reduced its regulations and various manufacturers have begun to produce or have announced plans to produce more vehicles with internal combustion engines. The U.K. government, however, continues to propose a ban on the sale of internal combustion engines in new cars and new vans beginning in 2030, with some moderation to allow hybrid cars to be sold until 2035 and limited exceptions to the ZEV mandate for certain lower volume manufacturers. These U.K. regulations continue to effect the profitability and mix of vehicles sold by our U.K. dealerships. For an additional discussion of certain risks associated with our business related to the environmental regulations, see Item 1A. Risk Factors, "Vehicle Emissions and Other Environmental Regulations" in our Annual Report on Form 10-K for the year ended December 31, 2024.

On September 1, 2025, we became aware that Jaguar Land Rover ("JLR") experienced a significant cybersecurity incident that disrupted its global manufacturing and information technology systems. In connection with the incident,

JLR's production facilities were shut down, and JLR proactively suspended key IT systems, rendering our dealerships in the U.S. and U.K. temporarily unable to, among other things, sell vehicles, order parts, and process or provide warranty service. While manual processes were created and implemented to support daily dealership operations, several key systems remain impacted. JLR restarted vehicle production in a phased manner on October 8th, although a return to full production capacity is not expected until later in the fourth quarter, and we expect fewer deliveries of vehicles from JLR for the remainder of the year. The cybersecurity incident is not known to have resulted in any unauthorized access to our information systems, although JLR announced that it identified the compromise of certain data during its forensic investigation, without providing additional information as to the nature or scope of such compromised data. While our affected dealerships promptly implemented manual or alternative processes to mitigate, where possible, operational losses resulting from the incident, we believe the JLR cybersecurity incident, including our inability to secure new vehicle inventory from JLR, decreased our net income in the third quarter by approximately $2.5 million.

We rely on our manufacturer partners and third-party suppliers to produce and supply vehicles and parts. Any interruption in supply, such as that caused by the JLR cybersecurity incident, may adversely affect us. In October 2025, the Dutch government invoked emergency powers to seize control of Nexperia, a subsidiary of a Chinese company and an important supplier of basic chips used in vehicles, prompting the Chinese government to ban exports of the company's finished products. The Alliance for Automotive Innovation reported that OEMs could experience significant production delays if Nexperia does not resume shipments. Should this situation not be resolved, we could experience delays in acquiring vehicles or parts or experience other events which could materially and adversely affect us.

On September 16, 2025, a fire at a major U.S. aluminum production facility caused significant damage and is expected to keep the plant offline until early 2026. The facility supplies several OEMs, and the disruption is anticipated to affect the production of certain aluminum-intensive vehicle models. Certain OEMs have indicated they are working with alternative aluminum suppliers to mitigate the impact of the fire. In response to these supply constraints, Ford temporarily suspended production of certain SUV models and additional impacts to truck production may occur if aluminum shortages persist. While the ultimate impact on our new vehicle supply remains uncertain, these disruptions could result in reduced vehicle availability, which could materially and adversely affect us.

On July 4, 2025, H.R. 1, commonly referred to as the One Big Beautiful Bill Act ("OBBBA"), was signed into law. The bill provides consumers with a tax deduction for the interest on loans for certain U.S.-assembled vehicles and eliminates federal Electric Vehicle ("EV") tax credits for vehicles purchased or leased after September 30, 2025. The OBBBA also reinstates 100% bonus depreciation for qualified property placed in service after January 19, 2025. This provision allows for immediate expensing for income tax purposes of the full cost of eligible tangible assets, including certain machinery, equipment and building improvements, which will benefit the tax treatment of PTS vehicle purchases. Further, the OBBBA has effectively eliminated fines for automotive manufacturers who fail to meet federal fuel efficiency standards for vehicles dating back to model year 2022, which is expected to result in significant savings for vehicle manufacturers. While we are currently evaluating expect lower U.S. EV new vehicle sales as a result of the elimination of the EV tax credit, we continue to evaluate the impact of the OBBBA on our consolidated financial statements and the cash flow implications. For an additional discussion of certain risks associated with our business related to the environmental regulations, see Item 1A. Risk Factors, "Vehicle Emissions and Other Environmental Regulations" in our Annual Report on Form 10-K for the year ended December 31, 2024.

Retail Automotive. During the six nine months ended June September 30, 2025, U.S. industry new light vehicle sales increased 3.2%, 4.3%, to 8.1 12.3 million units, including a 5.1% 5.0% increase in retail sales partially offset by and a 2.1% decrease 3.1% increase in fleet sales, as compared to the same period last year. In the U.S., we believe new vehicle sales were positively impacted by continued strong consumer demand in the U.S., particularly in April and May the expiration of the electric vehicle tax credit at the end of September 2025. in response to tariff announcements. Although U.K. new vehicle registrations increased 3.5% 4.2% to 1.0 1.6 million registrations, including a 2.8% 3.8% increase in fleet sales and a 5.0% 4.8% increase in retail sales, as compared to the same period last year, the sale of new premium brand vehicles across the U.K., representing a significant portion of our U.K. portfolio, decreased 6.8% 5.6% over such period. New vehicle sales were positively impacted by continued strong consumer demand We believe the decline in premium-branded vehicles is driven by macroeconomic pressures from inflation, as well as higher business taxes, labor costs, and the U.S. JLR cybersecurity incident discussed above. Our new vehicle days' supply is 57 51 as of June September 30, 2025, compared to 49 as of December 31, 2024. Our used vehicle days' supply is 44 43 as of June September 30, 2025, compared to 47 as of December 31, 2024. We continue to expect lower EV sales in the U.S. due to the elimination of EV tax credits and strong demand for our service and parts operations driven by increased vehicle sales in recent years, increased average age of vehicles, recall campaigns, increased miles driven, and vehicle complexity.

Retail Commercial Truck Dealership. During the six nine months ended June September 30, 2025, North American sales of Class 6-8 medium- and heavy-duty trucks, the vehicles sold by our PTG business, decreased 6.9% 11.4% from the same period last year to 208,600 309,294 units. The Class 6-7 medium-duty truck market increased 0.8% decreased 4.6% from the same period last year to 73,613 109,971 units, and Class 8 heavy-duty trucks, the largest North American market, decreased 10.6% 14.7% from the same period last year to 134,987 199,323 units. We believe the decline in sales is due to the prolonged recessionary freight rate environment. As discussed above, the certain new trucks sold by PTG, are subject to the Reciprocal Truck Tariffs and other tariffs which have been or may be announced. We believe that, although PTG may experience increased demand for its service and parts operations and used trucks as a result of the tariffs, ongoing tariff volatility combined with general economic and freight market uncertainty may suppress new and used commercial vehicle demand. As of June September 30, 2025, the Class 6-8 medium- and heavy-duty truck backlog is 140,938 136,527 units according to data published by ACT Research compared to 215,156 190,602 as of June September 30, 2024, and a decrease of 27.4% 3.1% since the prior quarter.

Commercial Vehicle Distribution and Other. During the six nine months ended June September 30, 2025, the Australian heavy-duty truck market reported sales of 7,142 10,563 units, representing a decrease of 18.6% 17.8% from the same period last year, while the New Zealand market reported sales of 1,140 1,743 units, representing a decrease of 40.7% 37.8% from the same period last year. Our power system operations continue to grow through sales in the off-highway segments such as energy solutions, which provide power systems for large data centers, mining, and military applications.

Penske Transportation Solutions. A majority of PTS' revenue is generated by multi-year contracts for full-service leasing, contract maintenance, and logistics services. PTS also rents additional trucks to commercial customers in response to demand for freight as well as consumer customers. With a managed fleet of over 414,000 405,000 vehicles at June September 30, 2025, PTS regularly sells trucks in order to maintain a low fleet age as well as in response to changes in demand for truck leasing and records a gain or loss on those sales. PTS has experienced an increase a decrease in revenue from its leasing and maintenance business, though it has experienced earnings during the third quarter as continued weakness in the freight market drove a decline in truck rental revenue, coupled with an increase in bad debt expense and lower gain on the sale of used trucks. associated with continued weakness In the freight market. In response, PTS has decreased the size of its consumer and commercial rental fleets, aimed at improving the utilization rate of the fleet and has implemented certain operational improvements to mitigate the challenges associated with the prolonged recessionary freight rate environment. PTS could also be negatively impacted by the tariffs discussed above, which could increase its costs of acquiring vehicles and parts. as well as negatively impact the general freight environment.

As described in "Forward-Looking Statements," there are a number of factors that could cause actual results to differ materially from our expectations, including those discussed in Part I, Item 1A. Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2024, Part II, Item 1A. "Risk Factors" in our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2025, Item 1A. "Risk Factors" in this Quarterly Report on Form 10-Q, and our other periodic reports filed with the Securities and Exchange Commission.

Automotive and commercial truck dealerships represent 97.3% of our revenue and 85.1% 82.4% of our earnings before taxes during the six nine months ended June September 30, 2025. Income from our PTS investment represents 12.9% 15.0% of our earnings before taxes during the six nine months ended June September 30, 2025. New and used vehicle revenues typically include sales to retail customers, agency customers, fleet customers, and leasing companies providing consumer leasing. We generate finance and insurance revenues from sales of third-party extended service contracts, sales of third-party insurance policies, commissions relating to the sale of finance and lease contracts to third parties, and the sales of certain other products. Service and parts revenues include fees paid by customers for repair, maintenance and collision services, and the sale of replacement parts and other aftermarket accessories as well as warranty repairs that are reimbursed directly by vehicle manufacturers.

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Across our consolidated business, total revenue decreased $34.4 increased $104.5 million, or 0.4%, 1.4%, and gross profit increased $32.5 $5.9 million, or 2.6%, 0.5%, during the three months ended June September 30, 2025. For the six nine months ended June September 30, 2025, total revenue increased $122.3 $226.8 million, or 0.8%, 1.0%, and gross profit increased $56.3 $62.2 million, or 2.2%, 1.7%, compared to the same periods in 2024.

As exchange rates fluctuate, our revenue and results of operations as reported in U.S. Dollars fluctuate. For example, if the British Pound were to weaken against the U.S. Dollar, our U.K. results of operations would translate into less U.S. Dollar reported results. Foreign currency average rate fluctuations increased revenue and gross profit by $136.6 $92.8 million and $20.2 $13.4 million, respectively, for the three months ended June September 30, 2025, and increased revenue and gross profit by $96.2 $189.0 million and $13.3 $26.7 million, respectively, for the six nine months ended June September 30, 2025, compared to the same periods in 2024. Foreign currency average rate fluctuations increased earnings per share by approximately $0.03 $0.02 per share for the three months ended June September 30, 2025, and increased earnings per share by approximately $0.02 per share for the six nine months ended June September 30, 2025, compared to the same periods in 2024. Excluding the impact of foreign currency average rate fluctuations, aggregate revenue and gross profit decreased 2.2% and increased 1.0%, 0.2% and decreased 0.6%, respectively, for the three months ended June September 30, 2025, and increased 0.2% and increased 1.7%, 0.9%, respectively, for the six nine months ended June September 30, 2025, compared to the same periods in 2024.

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The future success of our business is dependent upon, among other things, 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 PTG and other freight metrics such as spot rates or miles driven, personal discretionary spending levels, interest rates, foreign currency exchange rates, and unemployment rates; our ability to obtain vehicles and parts from our 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 or labor strikes or work stoppages, or other disruptions; the control our manufacturer partners can exert over our operations and our reliance on them for various aspects of our business; risks to our reputation and those of our 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 EVs; disruptions to the security and availability of our information technology systems and those of our third party providers, which systems are increasingly threatened by ransomware and other cyber attacks; the effects of a pandemic on the global economy, including our 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; changes in interest rates and foreign currency exchange rates; our ability to consummate, integrate, and realize returns on our 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 government mandates regulations concerning the electrification of its vehicle fleet, changes in values of used trucks which affects PTS' profitability on truck sales and regulatory risks and related compliance costs; our ability to realize returns on our significant capital investments in new and upgraded dealership facilities; our ability to navigate a rapidly changing automotive and truck landscape; our ability to respond to new or enhanced regulations in both our domestic and international markets relating to dealerships and vehicles sales; including those related to the sales process, emissions standards or electrification, as well as changes in consumer sentiment relating to commercial truck sales that may hinder our or PTS' ability to maintain, acquire, sell, or operate trucks; the success of our distribution of commercial vehicles, engines, and power systems; natural disasters, including those related to the sales process, emissions standards or electrification; recall initiatives or other disruptions that interrupt the supply of vehicles or parts to us; the outcome of legal and administrative matters, and other factors over which management has limited control. See Part I, Item 1A. Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2024, Part II, Item 1A. "Risk Factors" in our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2025, Item 1A. "Risk Factors" in this Quarterly Report on Form 10-Q, and our other periodic reports filed with the Securities and Exchange Commission.

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Our results for the six nine months ended June September 30, 2025, include a gain of $52.3 million from the sale of one retail automotive franchise in the U.S. in the first quarter of 2025, resulting in an after-tax gain of $38.9 million, or $0.58 per share. This gain was partially offset by impairments and other charges in the first quarter of 2025 of $25.2 million (none of which was individually material), resulting in an after-tax expense of $20.9 million, or $0.31 per share. This resulted in a net after-tax gain of $18.0 million, or $0.27 per share.

Three Months Ended June September 30, 2025, Compared to Three Months Ended June September 30, 2024

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New retail unit sales (excluding agency) 47,546 50,861 (3,315) (6.5) %

New agency unit sales 10,079 10,221 (142) (1.4) %

Same-store new agency unit sales 10,079 9,591 488 5.1 %

New sales revenue $ 2,941.8 $ 2,995.8 $ (54.0) (1.8) %

Same-store new sales revenue $ 2,850.0 $ 2,919.9 $ (69.9) (2.4) %

Gross profit — new $ 282.4 $ 291.0 $ (8.6) (3.0) %

Same-store gross profit — new $ 272.7 $ 284.5 $ (11.8) (4.1) %

Gross margin % — new 9.6 % 9.7 % (0.1) % (1.0) %

Same-store gross margin % — new 9.6 % 9.7 % (0.1) % (1.0) %

New retail unit sales (excluding agency) 48,809 49,523 (714) (1.4) %

Same-store new retail unit sales (excluding agency) 46,014 49,465 (3,451) (7.0) 47,115 46,969 146 0.3 %

New agency unit sales 11,730 10,290 1,440 14.0 %

Same-store new agency unit sales 11,730 9,672 2,058 21.3 %

New sales revenue $ 2,961.1 $ 2,890.2 $ 70.9 2.5 %

Same-store new sales revenue $ 2,863.0 $ 2,765.7 $ 97.3 3.5 %

New retail sales revenue per unit (excluding agency) $ 61,340 60,041 $ 58,437 57,879 $ 2,903 5.0 2,162 3.7 %

Same-store new retail sales revenue per unit (excluding agency) $ 61,385 60,121 $ 58,570 58,396 $ 2,815 4.8 1,725 3.0 %

Gross profit — new $ 258.3 $ 274.1 $ (15.8) (5.8) %

Same-store gross profit — new $ 249.5 $ 262.9 $ (13.4) (5.1) %

Average gross profit per new vehicle (excluding agency) $ 5,443 4,726 $ 5,302 5,072 $ 141 2.7 (346) (6.8) %

Same-store average gross profit per new vehicle (excluding agency) $ 5,413 4,710 $ 5,340 5,130 $ 73 1.4 (420) (8.2) %

Gross margin % — new 8.7 % 9.5 % (0.8) % (8.4) %

Same-store gross margin % — new 8.7 % 9.5 % (0.8) % (8.4) %

Retail unit deliveries of new vehicles decreased increased from 2024 to 2025 due to a 2,963 2,204 unit, or 5.0%, decrease 3.9%, increase in same-store new retail unit deliveries, coupled with partially offset by a 494 1,478 unit decrease from net dealership acquisitions/dispositions throughout the second half of 2024. dispositions. Same-store retail units delivered decreased 0.2% increased 8.9% in the U.S. and decreased 11.0% 2.1% internationally. Overall, new retail unit deliveries increased 0.6% 6.4% in the U.S. and decreased 13.3% 5.2% internationally. We believe the increase in same-store retail unit sales in the U.S. is primarily due to increased EV sales in the U.S. due to the expiration of certain tax credits during the quarter and continued strong consumer demand. We believe the decrease in same-store retail unit deliveries internationally is primarily due to a comparative decrease in the sale of premium branded premium-branded vehicles across the U.K. and decreased manufacturer incentives and other programs, partially offset driven by increased consumer demand macroeconomic pressures from inflation, coupled with an increase in social program costs, and the U.S. in response to tariff announcements. JLR cybersecurity incident discussed above.

New vehicle sales revenue decreased increased from 2024 to 2025 due to a $69.9 $97.3 million, or 2.4%, decrease 3.5%, increase in same-store revenues, partially offset by a $15.9 $26.4 million increase decrease from net dealership acquisitions/dispositions. dispositions. Excluding $52.8 $33.9 million of favorable foreign currency fluctuations, same-store new revenue decreased 4.2%. increased 2.3%. Same-store revenue (excluding agency) decreased increased due to the decrease in same-store new retail unit sales, which decreased revenue by $202.1 million, partially offset by a $2,815 $1,725 per unit increase in same-store comparative average retail selling price (including a $1,117 $694 per retail unit increase attributable to favorable foreign currency fluctuations), which increased revenue by $129.5 $81.0 million, coupled with the increase in same-store new retail unit sales, which increased revenue by $8.8 million. We believe the increase in same-store comparative average retail selling price (excluding agency) is primarily due to changes in the increased costs of acquiring vehicles from the manufacturer and a change in mix of higher priced units products sold, coupled with the transition to the agency model for certain brands in the U.K.

Retail gross profit from new vehicle sales decreased from 2024 to 2025 due to an $11.8 a $13.4 million, or 4.1%, 5.1%, decrease in same-store gross profit, partially offset by coupled with a $3.2 $2.4 million increase decrease from net dealership acquisitions/dispositions resulting in sales of more premium branded vehicles with comparatively higher gross margins. dispositions. Excluding $5.8 $3.7 million of favorable foreign currency fluctuations, same-store gross profit decreased 6.2%. 6.5%. Same-store gross profit (excluding agency) decreased due to the decrease in same-store new retail sales, which decreased retail gross profit by $18.4 million, partially offset by a $73 $420 per unit increase decrease in same-store comparative average gross profit (including (despite a $98 $56 per retail unit increase attributable to favorable foreign currency fluctuations), which decreased gross profit by $19.7 million, partially offset by the increase in same-store new retail sales, which increased retail gross profit by $3.4 $0.7 million. Excluding favorable foreign currency, We believe the decrease in same-store comparative average retail gross profit per unit (excluding agency) decreased by $25 per unit. is primarily due to a change in the brand mix of units sold, coupled with increased EV sales in the U.S. due to the expiration of certain tax credits during the quarter, vehicle affordability considerations, and the JLR cybersecurity incident discussed above.

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Used retail unit sales 54,999 65,571 (10,572) (16.1) %

Used retail sales revenue $ 2,200.5 $ 2,275.8 $ (75.3) (3.3) %

Same-store used retail sales revenue $ 2,140.1 $ 2,168.0 $ (27.9) (1.3) %

Gross profit — used $ 127.9 $ 119.5 $ 8.4 7.0 %

Same-store gross profit — used $ 124.3 $ 115.5 $ 8.8 7.6 %

Gross margin % — used 5.8 % 5.3 % 0.5 % 9.4 %

Same-store gross margin % — used 5.8 % 5.3 % 0.5 % 9.4 %

Used retail unit sales 54,708 57,738 (3,030) (5.2) %

Same-store used retail unit sales 53,602 61,146 (7,544) (12.3) 53,593 55,023 (1,430) (2.6) %

Used retail sales revenue $ 2,242.8 $ 2,123.9 $ 118.9 5.6 %

Same-store used retail sales revenue $ 2,196.5 $ 2,042.9 $ 153.6 7.5 %

Used retail sales revenue per unit $ 40,010 40,995 $ 34,707 36,785 $ 5,303 15.3 4,210 11.4 %

Same-store used retail sales revenue per unit $ 39,927 40,985 $ 35,455 37,127 $ 4,472 12.6 3,858 10.4 %

Gross profit — used $ 115.6 $ 108.6 $ 7.0 6.4 %

Same-store gross profit — used $ 112.7 $ 106.6 $ 6.1 5.7 %

Average gross profit per used vehicle retailed $ 2,326 2,112 $ 1,822 1,882 $ 504 27.7 230 12.2 %

Same-store average gross profit per used vehicle retailed $ 2,320 2,102 $ 1,889 1,937 $ 431 22.8 165 8.5 %

Gross margin % — used 5.2 % 5.1 % 0.1 % 2.0 %

Same-store gross margin % — used 5.1 % 5.2 % (0.1) % (1.9) %

Retail unit sales of used vehicles decreased from 2024 to 2025 due to a 7,544 1,600 unit decrease from net dealership acquisitions/dispositions, coupled with a 1,430 unit, or 12.3%, 2.6%, decrease in same-store used retail unit sales. coupled with a 3,028 unit decrease from net dealership dispositions. Our same-store units decreased 3.9% increased 0.9% in the U.S. and decreased 19.8% 5.9% internationally. Overall, our used units decreased 3.3% 0.6% in the U.S. and decreased 26.6% 9.7% internationally. Same-store unit sales were impacted by the transition of our U.K. CarShop locations to Sytner Select dealerships during the third quarter of 2024 which sell fewer units. Excluding the decrease of 5,153 1,123 units across the U.K. Sytner Select dealerships, same-store used retail unit sales of used vehicles decreased by 2,391 307 units. Excluding the U.K. Sytner Select dealerships from both periods, used vehicles retailed decreased 6.3% 3.9% internationally and decreased 4.6% 2.1% overall and same-store used units decreased 5.5% 2.4% internationally and decreased 4.6% 0.6% overall. In addition to the impact from net dealership dispositions, we believe the decrease in same-store retail sales of used units was driven largely by a change in inventory management strategy of our used vehicles internationally, coupled with challenges in sourcing related to the availability of lower mileage, higher quality used vehicles and comparatively fewer lease returns primarily in the U.S.

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and 367 more changes in the filing

Forward-looking statements 13 changes

Certain statements and information set forth herein or in our other documents filed with the Securities and Exchange Commission, as well as other written or oral statements made from time to time by us or by our authorized officers on our behalf, constitute "forward-looking statements" within the meaning of the Federal Private Securities Litigation Reform Act of 1995. Words such as "anticipate," "believe," "estimate," "expect," "intend," "may," "goal," "plan," "seek," "project," "continue," "will," "would," and variations of such words and similar expressions are intended to identify such forward-looking statements. We intend for our forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, and we set forth this statement in order to comply with such safe harbor provisions. You should note that our forward-looking statements speak only as of the date of this report or when made, and we undertake no duty or obligation to update or revise our forward-looking statements, whether as a result of new information, future events, or otherwise. Forward-looking statements include, without limitation, statements with respect to:

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• the impact of recently announced tariffs, including the Automotive Tariffs and Truck Tariffs, as well as trade restrictions, trade disputes, non-tariff trade barriers and other foreign trade risks, on our acquisition costs, consumer demand, vehicle affordability, the supply of vehicles and parts, and our gross profit with respect to affected vehicles and parts;

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Forward-looking statements involve known and unknown risks and uncertainties and are not assurances of future performance. Actual results may differ materially from anticipated results due to a variety of factors, including the factors identified in Part I, Item 1A. Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2024, Part II, Item 1A. "Risk Factors" in our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2025, and our other periodic reports filed with the Securities and Exchange Commission. Important factors that could also cause actual results to differ materially from our expectations include the following: Item 1A.

"Risk Factors" in this Quarterly Report on Form 10-Q, and our other periodic reports filed with the Securities and Exchange Commission. Important factors that could also cause actual results to differ materially from our expectations include the following:

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• we depend on the success, popularity and availability of the brands we sell, and adverse conditions affecting one or more of these vehicle manufacturers, including the adverse impact on the vehicle and parts supply chain due to natural disasters, the shortage of vehicle components, international conflicts, challenges in sourcing labor, labor strikes, or work stoppages, the impact of tariffs or non-tariff trade barriers, or other disruptions that interrupt the supply of vehicles and parts to us may negatively impact our revenues and profitability;

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• the effect on our businesses of the changing retail environment due to certain manufacturers selling direct to consumers outside the franchise system, changes to an agency model of distribution, and the growing number of EVs; whose service history is unproven;

• the effect on our businesses of mobility technologies, such as Uber and Lyft, and the eventual enhanced development and availability of driverless vehicles;

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• the success of our commercial vehicle distribution operations and engine and power systems distribution operations depends upon continued availability of the vehicles, engines, power systems, and other parts we distribute, demand for those vehicles, engines, power systems, and parts items and general economic conditions in those markets;

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• with respect to PTS, changes in the financial health of its customers, compliance costs, labor strikes or work stoppages with respect to 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 government mandates regulations concerning the electrification of its vehicle fleet, potential decreases in the resale value of used vehicles which may affect PTS' ability to sell its used vehicles after the expiration of its customers' leases or at the end of its holding period for rental vehicles, which may affect PTS' profitability, compliance costs in regard to its trucking fleet and truck drivers, its ability to retain qualified drivers and technicians, risks associated with its participation in multi-employer pension plans, conditions in the capital markets to assure PTS' continued availability of capital to purchase trucks, the effect of changes in lease accounting rules on PTS customers' purchase/lease decisions, industry competition, new or enhanced regulatory requirements, emissions standards, vehicle mandates, changes in consumer sentiment regarding the transportation industry, and vulnerabilities with respect to its centralized information systems, each of which could impact equity earnings and distributions to us;

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• non-compliance with the financial ratios and other covenants under our credit agreements and operating leases may cause adverse financial consequences, including the termination of such agreements and acceleration of the amounts owed thereunder;

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• we could be subject to legal and administrative proceedings which, if the outcomes are adverse to us, could have a material adverse effect on our business, including the result of the U.K. Financial Conduct Authority's investigation of discretionary commission arrangements and potential remediation measures amid concerns these arrangements were unfair to customers as well as the resulting impact of a recent U.K. court judgment requiring the lenders in that case to repay the customers in that case the commissions paid to the dealers for their vehicle finance agreements;

• we could be subject to legal, administrative, or regulatory proceedings which, if the outcomes are adverse to us, could have a material adverse effect on our business, including the result of a proposed compensation redress scheme by the U.K. Financial Conduct Authority in connection with their review of vehicle financing commission disclosures, which provides for compensation from lenders (not dealers) to certain customers whose financing arrangements are deemed unfair;

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We urge you to carefully consider these risk factors and further information identified in our Annual Report on Form 10-K for the year ended December 31, 2024, Part II, Item 1A. "Risk Factors" in our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2025, Item 1A. "Risk Factors" in this Quarterly Report on Form 10-Q, and our other periodic reports filed with the Securities and Exchange Commission in evaluating all forward-looking statements regarding our business. Readers of this report are cautioned not to place undue reliance on the forward-looking statements contained in this report. All forward-looking statements attributable to us are qualified in their entirety by this cautionary statement. Except to the extent required by the federal securities laws and the Securities and Exchange Commission's rules and regulations, we have no intention or obligation to update publicly any forward-looking statements whether as a result of new information, future events, or otherwise.

Market risk 3 changes

Interest Rates. We are exposed to market risk from changes in the interest rates on a significant portion of our outstanding debt. Outstanding revolving balances under our credit agreements bear interest at the prevailing benchmark interest rates in our various markets. Based on an average of the aggregate amounts outstanding under these facilities during the six nine months ended June September 30, 2025, a 100-basis-point change in interest rates would result in an approximate $4.6 $4.8 million change to our annual other interest expense.

Similarly, amounts outstanding under floor plan financing arrangements also bear interest at the prevailing benchmark interest rates in our various markets. Based on an average of the aggregate amounts outstanding under our floor plan financing arrangements subject to variable interest payments during the six nine months ended June September 30, 2025, a 100-basis-point change in interest rates would result in an approximate $38.6 $38.8 million change to our annual floor plan interest expense.

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Foreign Currency Exchange Rates. As of June September 30, 2025, we had consolidated operations in the U.K., Germany, Italy, Japan, Canada, Australia, and New Zealand. In each of these markets, the local currency is the functional currency. In the event we change our intent with respect to the investment in any of our international operations, we would expect to implement strategies designed to manage those risks in an effort to mitigate the effect of foreign currency fluctuations on our earnings and cash flows. A ten percent change in average exchange rates versus the U.S. Dollar would have resulted in an approximate $627.5 $929.2 million change to our revenues for the six nine months ended June September 30, 2025.

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Unregistered sales of stock 8 changes

The table below sets forth information with respect to shares of common stock repurchased by the Company during the three months ended June September 30, 2025.

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April 1 to April 30, 2025 495,570 $ 143.68 495,570 $45.8

May 1 to May 31, 2025 — $ — — $295.8

June 1 to June 30, 2025 134,474 $ 164.15 703 $295.7

July 1 to July 31, 2025 — $ — — $295.7

August 1 to August 31, 2025 44,037 $ 167.99 44,037 $288.3

September 1 to September 30, 2025 4,813 $ 179.30 2,000 $287.9 (1) Includes 133,771 2,813 shares acquired from employees in connection with a net share settlement feature of employee equity awards.

(2) From time to time, our Board of Directors authorizes the repurchase of Company securities up to a certain monetary limit. On May 14, 2025, our Board of Directors delegated to management an additional $250 million in securities repurchase authority. As of June September 30, 2025, $295.7 $287.9 million remained outstanding and available for repurchases under our securities repurchase program. This authority has no expiration. For further information with respect to repurchases of our shares by us, see Part I, Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources — "Securities Repurchases" and Part I, Item 1, Note 11 of the Notes to our Consolidated Condensed Financial Statements.

Exhibits 3 changes

4.1 Twelfth Amendment dated April 29, 2025, to the Fifth Amended and Restated Credit Agreement dated December 2, 2024, among us, Mercedes-Benz Financial Services USA LLC, Toyota Motor Credit Corporation and Daimler Truck Financial Services USA, LLC, which includes a Conformed Copy of the Fifth Amended and Restated Credit Agreement and all amendments thereto attached as Exhibit A (incorporated by reference to exhibit 4.1 to our Form 10-Q filed May 1, 2025).

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Date: October 30, 2025

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Date: October 30, 2025

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