Penske Automotive Group reports $8.42B revenue for Q3 2026

Form: 10-Q
Filed: Oct 29, 2026, 4:05 pm ET
Importance: Notable
Accession: 0001628280-26-068213

Revenue: $8.42 billion for the three months ended Sep 30, 2026
Net income: $220.8 million for the three months ended Sep 30, 2026
Diluted EPS: $3.36 for the three months ended Sep 30, 2026
Cash and equivalents: $68.3 million at Sep 30, 2026

Written from the 10-Q on EDGAR. Check the filing before you rely on it.

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What changed

22 changes since the June 2026 10-Q

Compared with the 10-Q 0001628280-26-051036, filed Jul 30, 2026.

New Risk factors
The Proposed Transaction and the pendency of the Proposed Transaction could have a material effect on our…
On October 15, 2026, we entered into the Merger Agreement discussed in Note 1 to our Consolidated Condensed Financial Statements under the heading " Proposed Take-Private Transaction." The consummation of the Merger is…
From the filings
Now
The Proposed Transaction and the pendency of the Proposed Transaction could have a material effect on our business, results of operations, financial condition and stock price. On October 15, 2026, we entered into the Merger Agreement discussed in Note 1 to our Consolidated Condensed Financial Statements under the heading " Proposed Take-Private Transaction." The consummation of the Merger is subject to certain conditions, including, among others, approval of certain regulatory authorities and the Company Stockholder Approval (as defined in the Merger Agreement). There are certain risks to our stockholders from the Proposed Transaction, including: the amount of cash to be paid under the Merger Agreement is fixed and will not be adjusted for changes in our business, assets, liabilities, prospects, outlook, financial condition or operating results or in the event of any change in the market price of, analyst estimates of, or projections relating to, our common stock; the fact that receipt of the all-cash per share Merger Consideration under the Merger Agreement is taxable to stockholders that are treated as U.S. holders for U.S. federal income tax purposes; and the fact that, if the Proposed Transaction is completed, our stockholders will forego the opportunity to realize the potential long-term value of the successful execution of our current strategy as an independent company. During the period prior to the closing of the Proposed Transaction, our business is exposed to certain inherent risks due to the effect of the announcement or pendency of the Proposed Transaction on our business relationships, financial condition, operating results and business, including: the possibility of disruption to our business and operations, including significant diversion of management attention and resources as well as negative publicity and competitive responses to the Proposed Transaction; the inability to attract and retain key personnel, and the possibility that our current…
New Risk factors
The Proposed Transaction may not be completed within the expected timeframe, or at all, and significant…
Our business, our relationships or our financial condition may be adversely affected if the Proposed Transaction is not consummated within the expected timeframe, or at all.
From the filings
Now
The Proposed Transaction may not be completed within the expected timeframe, or at all, and significant delay or the failure to complete the Proposed Transaction could adversely affect our business. Our business, our relationships or our financial condition may be adversely affected if the Proposed Transaction is not consummated within the expected timeframe, or at all. The consummation of the Proposed Transaction is subject to certain conditions, including receipt of the Company Stockholder Approval and certain specified regulatory approvals. The necessary regulatory approvals may not be obtained on a timely basis or at all, or may be obtained subject to conditions that could delay completion of the Proposed Transaction or adversely affect our business. The Merger Agreement contains termination rights, including among others by either party if (i) consummation of the Merger has not occurred by October 15, 2027 (ii) the Company Stockholder Approval is not obtained, (iii) a final, non-appealable law or governmental order prohibits the Merger, and (iv) there are breaches by the other parties of certain representations, warranties, covenants or agreements. While it is currently anticipated that the Proposed Transaction will be consummated in the first quarter of 2027, these conditions may not be satisfied in a timely manner or at all. Failure to complete the Proposed Transaction within the expected timeframe, or at all, could adversely affect our business and the market price of our common stock in several ways, including to the extent that the current market price of our stock reflects an assumption that the Proposed Transaction will be completed. The price of our common stock may fluctuate during the pendency of the Proposed Transaction and could decrease significantly if the Proposed Transaction is not completed. Moreover, we may be required to pay Buyer a termination fee of $383.0 million if the Merger Agreement is terminated in certain circumstances, including…
New Risk factors
Buyer is owned by PC and Mitsui, which, together with certain of their affiliates, own approximately 72.6%…
Buyer is an entity owned by PC and Mitsui.
From the filings
Now
Buyer is owned by PC and Mitsui, which, together with certain of their affiliates, own approximately 72.6% of our outstanding common stock, and their ownership and the terms of the Merger Agreement and related agreements may discourage alternative transactions. Buyer is an entity owned by PC and Mitsui. Concurrently with the execution of the Merger Agreement, the Investor Group Members and certain of their affiliates, who collectively own approximately 72.6% of the outstanding shares of our common stock, entered into voting and support agreements with us and Buyer (the Support Agreements ) pursuant to which they agreed, among other things, to vote their shares in favor of the adoption of the Merger Agreement and the approval of the Merger and against any competing acquisition proposal (subject, in the case of PC and its affiliates, to certain limitations), and not to transfer their shares prior to the termination of the Support Agreements, subject to certain exceptions. In addition, the Merger Agreement restricts our ability to solicit competing acquisition proposals, subject to certain exceptions, and requires us to pay Buyer a termination fee of $383.0 million under specified circumstances. These factors could discourage a third party from making an alternative proposal, including a proposal that might be more favorable to the Unaffiliated Company Stockholders, or could cause a third party to propose a lower price than it might otherwise propose. If the Proposed Transaction is not completed, PC and Mitsui will continue to own a majority of our common stock and to have significant influence over us.
New Risk factors
While the Merger Agreement is in effect, we are subject to restrictions on our business activities.
While the Merger Agreement is in effect, we are generally required to conduct our business in the ordinary course consistent with past practice, and are restricted from taking certain actions without Buyer's prior…
From the filings
Now
While the Merger Agreement is in effect, we are subject to restrictions on our business activities. While the Merger Agreement is in effect, we are generally required to conduct our business in the ordinary course consistent with past practice, and are restricted from taking certain actions without Buyer's prior consent. These limitations include, among other things, restrictions on our ability to amend our organizational documents, acquire other businesses and assets, dispose of our material assets, make investments, repurchase, reclassify or issue securities, including repurchases of our common stock, pay dividends (subject to certain exceptions, including with respect to our regular quarterly dividend), incur indebtedness, make capital expenditures, enter into, amend or terminate certain contracts, change accounting policies or procedures, settle certain litigation, or make or change tax elections or tax accounting methods. These restrictions, although subject to certain exceptions, could prevent us from pursuing strategic business opportunities and taking extraordinary actions with respect to our business during this period. We may find that these and other obligations in the Merger Agreement may delay or prevent us from responding, or limit our ability to respond, effectively to competitive pressures, industry developments and future business opportunities that may arise during such period, even if our management and Board think such responses may be advisable. Such limitations could adversely affect our business, operating results and our stock price and our perceived acquisition value, regardless of whether the Proposed Transaction is completed.
New Risk factors
We will incur direct and indirect costs as a result of the Proposed Transaction, which may be more expensive…
We have incurred, and will continue to incur, substantial costs, expenses and fees for professional services and other transaction costs in connection with the Proposed Transaction, whether or not the Proposed…
From the filings
Now
We will incur direct and indirect costs as a result of the Proposed Transaction, which may be more expensive to complete than anticipated. We have incurred, and will continue to incur, substantial costs, expenses and fees for professional services and other transaction costs in connection with the Proposed Transaction, whether or not the Proposed Transaction is completed. The Proposed Transaction may be more expensive to complete than anticipated as a result of unexpected factors or events, including, but not limited to, delays in consents or approvals or transaction litigation.
New Risk factors
We expect to incur substantial indebtedness to finance a portion of the aggregate Merger Consideration, and…
Buyer expects to fund the aggregate Merger Consideration and related fees and expenses through the Equity Financing (as defined in the Merger Agreement) of up to $2.2 billion from PC and Mitsui pursuant to equity…
From the filings
Now
We expect to incur substantial indebtedness to finance a portion of the aggregate Merger Consideration, and the financing for the Proposed Transaction may not be available. Buyer expects to fund the aggregate Merger Consideration and related fees and expenses through the Equity Financing (as defined in the Merger Agreement) of up to $2.2 billion from PC and Mitsui pursuant to equity commitment letters, and debt financing of up to $1.8 billion pursuant to a debt commitment letter from JPMorgan, Bank of America and Wells Fargo, subject to customary conditions set forth therein, with borrowings under such debt commitment letter reduced by up to $1.8 billion of additional senior subordinated notes to be issued by Buyer and/or up to $1.1 billion of additional borrowings under our U.S. Credit Agreement. The Amendment provides us with a one-time option to increase the aggregate revolving commitment under our U.S. Credit Agreement from $1.5 billion to up to $2.4 billion, including up to $400.0 million of uncollateralized borrowings in excess of a defined borrowing base, and permits us to incur up to $1.8 billion of additional indebtedness to finance the Proposed Transaction in the form of a senior unsecured 364-day bridge facility and/or new senior subordinated notes. The increase in the revolving commitment is subject to conditions, including the funding of not less than $2.2 billion of Equity Financing, and will expire if it has not become effective on or before the fifth business day after the Outside Date (as defined in the Merger Agreement). Although the Merger Agreement does not contain a financing condition, if the committed debt financing or the Equity Financing is not available on the anticipated terms or at all, the Proposed Transaction may be delayed or may not be completed.
New Risk factors
Litigation related to the Proposed Transaction could prevent or delay completion of the Proposed Transaction…
Lawsuits may be filed against us, our Board, the other parties to the Merger Agreement, or others, in connection with the transactions contemplated by the Merger Agreement, that could delay or prevent the completion of…
From the filings
Now
Litigation related to the Proposed Transaction could prevent or delay completion of the Proposed Transaction or otherwise negatively affect our business and operations. Lawsuits may be filed against us, our Board, the other parties to the Merger Agreement, or others, in connection with the transactions contemplated by the Merger Agreement, that could delay or prevent the completion of the Proposed Transaction and otherwise adversely affect our business, results of operations and financial condition. The outcome of litigation is uncertain, and we may not be successful in defending against such future lawsuits. These lawsuits could result in significant costs to us, including any costs associated with the indemnification of directors and officers.
New Legal proceedings
New legal mention
The consummation of the Merger is subject to customary closing conditions, including the Company Stockholder Approval (as defined in the Merger Agreement), the absence of any law or governmental order prohibiting the…
From the filings
Now
The consummation of the Merger is subject to customary closing conditions, including the Company Stockholder Approval (as defined in the Merger Agreement), the absence of any law or governmental order prohibiting the Merger, the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the receipt of certain other specified regulatory approvals, the accuracy of the representations and warranties of the parties (subject to the applicable materiality standards set forth in the Merger Agreement), the performance of the covenants of the parties in all material respects, and the absence of a Material Adverse Effect (as defined in the Merger Agreement).
Removed Risk factors
In addition to the information set forth in this Form 10-Q, you should carefully consider the risk factors…
In addition to the information set forth in this Form 10-Q, you should carefully consider the risk factors discussed in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2025, and Part…
From the filings
Before
In addition to the information set forth in this Form 10-Q, you should carefully consider the risk factors discussed in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2025, and Part II, Item 1A. In addition to the information set forth in this Form 10-Q, you should carefully consider the risk factors discussed in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2025, and Part II, Item 1A. "Risk Factors" in our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2026, along with our other periodic reports filed with the Securities and Exchange Commission, which could materially affect our business, financial condition, or future results. The following disclosure further updates the risk factors included in our 2025 Annual Report on Form 10-K:
Removed Risk factors
We have received an unsolicited, preliminary and non-binding proposal from our largest stockholders to…
We have received an unsolicited, preliminary and non-binding proposal from our largest stockholders to acquire the shares of our common stock they do not already own.
From the filings
Before
We have received an unsolicited, preliminary and non-binding proposal from our largest stockholders to acquire the shares of our common stock they do not already own. We have received an unsolicited, preliminary and non-binding proposal from our largest stockholders to acquire the shares of our common stock they do not already own. The outcome of this proposal is uncertain, may result in significant costs, and may impact the trading price and volatility of our common stock.
Removed Risk factors
On July 22, 2026, our Board of Directors received an unsolicited, preliminary and non-binding proposal (the…
On July 22, 2026, our Board of Directors received an unsolicited, preliminary and non-binding proposal (the Proposal ) from Penske Corporation, on behalf of itself and its wholly-owned subsidiary Penske Automotive…
From the filings
Before
On July 22, 2026, our Board of Directors received an unsolicited, preliminary and non-binding proposal (the Proposal ) from Penske Corporation, on behalf of itself and its wholly-owned subsidiary Penske Automotive Holdings Corp. On July 22, 2026, our Board of Directors received an unsolicited, preliminary and non-binding proposal (the Proposal ) from Penske Corporation, on behalf of itself and its wholly-owned subsidiary Penske Automotive Holdings Corp. (collectively, PC ) and Mitsui & Co., Ltd., on behalf of itself and its wholly-owned subsidiary Mitsui & Co. (U.S.A.), Inc. (collectively, Mitsui and together with PC, the PC-Mitsui Investors ), to acquire all outstanding shares of our common stock not already owned by them for cash consideration of $210.00 per share (the Transaction ). The PC-Mitsui Investors currently beneficially own, collectively, approximately 72.6% of our outstanding common stock. In response to the Proposal, our Board established a special committee of disinterested and independent directors (the Special Committee ), authorized to retain its own legal and financial advisors, to evaluate the Proposal. There can be no assurance as to whether any agreement relating to the proposed Transaction or any similar or other transaction will be reached, or that any Transaction or any similar or other transaction will be pursued, approved, or consummated, or as to its terms. The Proposal is an expression of interest only and may be withdrawn or modified at any time. The Special Committee may decline to recommend or may terminate its consideration of the Transaction or any transaction at any time, and any transaction remains subject to numerous factors beyond our control, including market conditions, industry trends, regulatory developments, and litigation. We may also incur significant costs in connection with the evaluation of, and response to, the Proposal, regardless of whether it results in any transaction. The outcome of the proposed Transaction may…
Changed Financial statements
Net income down 15% from Jun 30
$221M, was $260M.
From the filings
Before
$260M
Now
$221M
Changed Financial statements
EPS down 15% from Jun 30
$3.36, was $3.96.
From the filings
Before
$3.96
Now
$3.36
Changed Financial statements
Cash down 1.7% from Jun 30
$68.3M, was $69.5M.
From the filings
Before
$69.5M
Now
$68.3M
Changed Financial statements
Revenue down 1.1% from Jun 30
$8.4B, was $8.5B.
From the filings
Before
$8.5B
Now
$8.4B
New MD&A
On October 15, 2026, we entered into the Merger Agreement with Buyer, pursuant to which Buyer will merge…
New paragraph in MD&A.
From the filings
Now
On October 15, 2026, we entered into the Merger Agreement with Buyer, pursuant to which Buyer will merge with and into the Company, with the Company surviving the Merger. Buyer is an entity owned by PC and Mitsui. If the Proposed Transaction is consummated, we will cease to be a publicly traded company and will become wholly owned by the Investor Group, with PC and Mitsui expected to own, directly or indirectly, approximately 64% and 36%, respectively, of the equity interests of the Company. See Note 1 to our Consolidated Condensed Financial Statements " Proposed Take-Private Transaction," Note 9 "Long-Term Debt U.S. Credit Agreement" and Part II, Item 1A. "Risk Factors" for further information.
New MD&A
Our operations will also be impacted by the pendency of the Proposed Transaction, including uncertainties as…
New paragraph in MD&A.
From the filings
Now
Our operations will also be impacted by the pendency of the Proposed Transaction, including uncertainties as to the closing of the Merger, including the possibility that the Merger may not be completed in a timely manner or at all, which could adversely affect our business and the market price of our common stock; the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement, including circumstances that could require us to pay Buyer a termination fee of $383.0 million; the possibility that various conditions to the consummation of the Merger may not be satisfied or waived, including uncertainty as to how many the Company's of unaffiliated stockholders will vote in favor of the Merger; the ability to obtain necessary regulatory approvals or to obtain them on acceptable terms or within expected timing; the risk that any announcements relating to the Proposed Transaction could have adverse effects on the market price of our common stock, credit ratings or operating results; the risk that the market price of our common stock may fluctuate during the pendency of the Proposed Transaction and may decline significantly if the Proposed Transaction is not completed; the fact that the Merger Consideration is fixed and will not be adjusted for changes in our business, financial condition or operating results or in the market price of our common stock; the effects of disruption from the Proposed Transaction and the impact of the announcement and pendency of the Proposed Transaction on our business, including our ability to attract, retain and hire key personnel and to maintain relationships with manufacturers, customers, suppliers and others with whom we do business, employee departures, diversion of management's time and attention from ordinary course business operations, negative publicity, competitive responses to the Proposed Transaction, or certain restrictions during the pendency of the Proposed Transaction…
New MD&A
Three Months Ended September 30, 2026, Compared to Three Months Ended September 30, 2025
New paragraph in MD&A.
From the filings
Now
Three Months Ended September 30, 2026, Compared to Three Months Ended September 30, 2025
Changed MD&A
Retail unit sales of new trucks increased from 2025 to 2026 due to a 1,451 unit, or 33.8%, increase in…
Adds "new"; drops "used".
From the filings
Before
Retail unit sales of used trucks increased from 2025 to 2026 due to a 454 unit, or 64.8%, increase in same-store retail unit sales. We believe the increase in same-store unit sales is primarily due to improving freight rates from the reduction in overall market capacity which has increased demand for used trucks.
Now
Retail unit sales of new trucks increased from 2025 to 2026 due to a 1,451 unit, or 33.8%, increase in same-store new retail unit sales. We believe the increase in same-store unit sales is primarily due to an improving freight environment, reduced truck market capacity, and customer orders placed ahead of anticipated 2027 emissions requirements, which began converting into retail truck deliveries during the third quarter of 2026.
Changed MD&A
Equity in earnings of affiliates increased from 2025 to 2026 primarily due to a $10.0 million, or 17.1%…
Adds "primarily"; drops "$3.9".
From the filings
Before
Equity in earnings of affiliates increased from 2025 to 2026 due to a $3.9 million, or 7.3%, increase in earnings from our investment in PTS, partially offset by the decrease in earnings from our joint ventures primarily due to the sale of our 50% interest in our joint venture in Spain during the second quarter of 2025. We believe the increase in our PTS equity earnings was driven by improved operating performance during the second quarter of 2026, including growth in full-service leasing revenue, improved fleet utilization, and lower operating and interest expenses, including maintenance and depreciation expense, resulting from continued fleet reductions. These benefits were partially offset by continued challenging conditions in the rental market, which pressured commercial and consumer rental demand, as well as a lower gain on sale of used trucks.
Now
Equity in earnings of affiliates increased from 2025 to 2026 primarily due to a $10.0 million, or 17.1%, increase in earnings from our investment in PTS. We believe the increase in our PTS equity earnings was driven by improved operating performance in full-service leasing and commercial rental, higher gains from the sale of revenue earning vehicles, improved fleet utilization, and lower operating and interest expenses, including depreciation expense.
New MD&A
Nine Months Ended September 30, 2026, Compared to Nine Months Ended September 30, 2025
New paragraph in MD&A.
From the filings
Now
Nine Months Ended September 30, 2026, Compared to Nine Months Ended September 30, 2025
New MD&A
Proposed Take-Private Transaction.
New paragraph in MD&A.
From the filings
Now
Proposed Take-Private Transaction. On October 15, 2026, we entered into the Merger Agreement. See Note 1 to our Consolidated Condensed Financial Statements - "Proposed Take-Private Transaction" and Part II, Item 1A. "Risk Factors" for further information.

Show the redline

Section by section. Added words and ~~removed words~~ against the earlier filing.

Cover page 2 changes

3 unchanged paragraphs

For the quarterly period ended ~~June~~ September 30, 2026

20 unchanged paragraphs

As of ~~July 16,~~ October 19, 2026, there were ~~65,662,873~~ 65,661,728 shares of voting common stock outstanding.

1 unchanged paragraph

Financial statements 279 changes

4 unchanged paragraphs

Cash and cash equivalents $ ~~69.5~~ 68.3 $ 64.7

Accounts receivable, net of allowance for doubtful accounts of $ ~~5.6~~ 6.0 and $ 6.9

Inventories ~~5,109.7~~ 5,020.1 4,814.7

Other current assets ~~269.9~~ 268.8 242.9

Total current assets ~~6,511.0~~ 6,403.4 6,192.6

Property and equipment, net ~~3,289.8~~ 3,306.0 3,224.6

Operating lease right-of-use assets ~~2,493.2~~ 2,493.1 2,543.8

Goodwill ~~2,813.6~~ 2,813.4 2,435.7

Other indefinite-lived intangible assets ~~1,294.3~~ 1,293.6 1,164.2

Equity method investments ~~1,974.5~~ 2,013.8 1,923.7

Other long-term assets ~~108.9~~ 103.5 113.1

Total assets $ ~~18,485.3~~ 18,426.8 $ 17,597.7

1 unchanged paragraph

~~Accounts payable 915.2 899.8~~

Floor plan notes payable $ ~~2,700.7~~ 2,602.2 $ 2,532.8

Floor plan notes payable non-trade ~~1,664.4~~ 1,659.8 1,561.5

Accounts payable 905.7 899.8

Accrued expenses and other current liabilities ~~1,017.3~~ 1,045.8 930.0

Current portion of long-term debt ~~377.3~~ 297.6 355.0

Total current liabilities ~~6,674.9~~ 6,511.1 6,279.1

Long-term debt ~~2,118.7~~ 2,069.6 1,810.5

Long-term operating lease liabilities ~~2,389.8~~ 2,393.7 2,461.5

Deferred tax liabilities ~~1,207.5~~ 1,223.5 1,200.4

Other long-term liabilities ~~261.0~~ 266.6 265.3

Total liabilities ~~12,651.9~~ 12,464.5 12,016.8

3 unchanged paragraphs

Common Stock, $ 0.0001 par value, 240,000,000 shares authorized; ~~65,662,873~~ 65,662,477 shares issued and outstanding at ~~June~~ September 30, 2026; 65,760,464 shares issued and outstanding at December 31, 2025

2 unchanged paragraphs

Additional paid-in capital 6.7

Retained earnings ~~6,031.8~~ 6,157.8 5,750.1

Accumulated other comprehensive loss ( ~~216.5~~ 220.5 ) ( 187.7 )

Total Penske Automotive Group stockholders' equity ~~5,815.3~~ 5,944.0 5,562.4

Non-controlling interest ~~18.1~~ 18.3 18.5

Total equity ~~5,833.4~~ 5,962.3 5,580.9

Total liabilities and equity $ ~~18,485.3~~ 18,426.8 $ 17,597.7

3 unchanged paragraphs

~~June 30, Six Months Ended~~

September 30, Nine Months Ended

1 unchanged paragraph

~~Retail automotive dealership $ 7,301.0 $ 6,887.7 $ 14,268.1 $ 13,806.3~~

~~Retail commercial truck dealership 927.8 943.6 1,622.4 1,767.3~~

~~Commercial vehicle distribution and other 283.9 201.2 485.8 412.7~~

~~Total revenues 8,512.7 8,032.5 16,376.3 15,986.3~~

~~Retail automotive dealership 6,144.5 5,723.3 11,986.6 11,505.7~~

~~Retail commercial truck dealership 785.0 800.0 1,351.4 1,482.7~~

~~Commercial vehicle distribution and other 226.2 157.0 381.9 324.3~~

~~Total cost of sales 7,155.7 6,680.3 13,719.9 13,312.7~~

~~Gross profit 1,357.0 1,352.2 2,656.4 2,673.6~~

~~Selling, general, and administrative expenses 974.0 943.8 1,939.6 1,895.2~~

~~Depreciation 45.4 43.1 90.2 83.7~~

~~Operating income 337.6 365.3 626.6 694.7~~

~~Other interest expense ( 33.1 ) ( 21.6 ) ( 61.5 ) ( 44.1 )~~

~~Equity in earnings of affiliates 57.3 53.6 98.1 86.9~~

~~Income before income taxes 353.8 353.5 677.5 704.0~~

~~Income taxes ( 92.6 ) ( 86.0 ) ( 181.4 ) ( 178.1 )~~

~~Net income 261.2 267.5 496.1 525.9~~

Retail automotive dealership $ 7,025.4 $ 6,927.8 $ 21,293.5 $ 20,734.1

Retail commercial truck dealership 1,123.9 918.6 2,746.3 2,685.9

Commercial vehicle distribution and other 266.3 206.6 752.1 619.3

Total revenues 8,415.6 8,053.0 24,791.9 24,039.3

Retail automotive dealership 5,922.7 5,811.0 17,909.3 17,316.7

Retail commercial truck dealership 960.5 782.3 2,311.9 2,265.0

Commercial vehicle distribution and other 208.3 160.1 590.2 484.4

Total cost of sales 7,091.5 6,753.4 20,811.4 20,066.1

Gross profit 1,324.1 1,299.6 3,980.5 3,973.2

Selling, general, and administrative expenses 975.5 944.8 2,915.1 2,840.0

Depreciation 45.5 43.8 135.7 127.5

Operating income 303.1 311.0 929.7 1,005.7

Floor plan interest expense ( 38.5 ) ( ~~43.8~~ 43.4 ) ( ~~76.6~~ 115.1 ) ( ~~85.8~~ 129.2 )

Other interest expense ( 30.9 ) ( 22.0 ) ( 92.4 ) ( 66.1 )

Gain on sale of dealerships ~~30.5~~ 90.9 52.3

Equity in earnings of affiliates 68.3 58.4 166.4 145.3

Income before income taxes 302.0 304.0 979.5 1,008.0

Income taxes ( 80.8 ) ( 78.7 ) ( 262.2 ) ( 256.8 )

Net income 221.2 225.3 717.3 751.2

Less: Income attributable to non-controlling interests ~~0.8 0.9 1.2~~ 0.4 0.5 1.6 2.1

Net income attributable to Penske Automotive Group common stockholders $ ~~260.4~~ 220.8 $ ~~266.6~~ 224.8 $ ~~494.9~~ 715.7 $ ~~524.3~~ 749.1

1 unchanged paragraph

Net income attributable to Penske Automotive Group common stockholders $ ~~3.96~~ 3.36 $ ~~4.03~~ 3.41 $ ~~7.53~~ 10.89 $ ~~7.89~~ 11.30

Shares used in determining basic earnings per share 65.7 ~~66.2 65.8 66.5~~ 66.0 65.7 66.3

1 unchanged paragraph

Net income attributable to Penske Automotive Group common stockholders $ ~~3.96~~ 3.36 $ ~~4.03~~ 3.41 $ ~~7.52~~ 10.89 $ ~~7.89~~ 11.30

Shares used in determining diluted earnings per share 65.7 ~~66.2 65.8 66.5~~ 66.0 65.7 66.3

1 unchanged paragraph

~~Net income $ 261.2 $ 267.5 $ 496.1 $ 525.9~~

~~Cash dividends per share $ 1.42 $ 1.26 $ 2.82 $ 2.48~~

Net income $ 221.2 $ 225.3 $ 717.3 $ 751.2

Less: Income attributable to non-controlling interests ~~0.8 0.9 1.2~~ 0.4 0.5 1.6 2.1

3 unchanged paragraphs

1 unchanged paragraph

4 unchanged paragraphs

1 unchanged paragraph

2 unchanged paragraphs

1 unchanged paragraph

3 unchanged paragraphs

4 unchanged paragraphs

1 unchanged paragraph

4 unchanged paragraphs

1 unchanged paragraph

3 unchanged paragraphs

5 unchanged paragraphs

1 unchanged paragraph

5 unchanged paragraphs

8 unchanged paragraphs

1 unchanged paragraph

2 unchanged paragraphs

1 unchanged paragraph

10 unchanged paragraphs

13 unchanged paragraphs

7 unchanged paragraphs

1 unchanged paragraph

4 unchanged paragraphs

1 unchanged paragraph

2 unchanged paragraphs

and 199 more changes in the filing

Other information 106 changes

1 unchanged paragraph

Operating cash flows from operating leases $ ~~147.6~~ 221.0 $ ~~144.3~~ 217.1

Right-of-use assets modified or obtained in exchange for operating lease liabilities, net $ ~~18.0~~ 38.7 $ ( ~~26.8~~ 1.6 )

1 unchanged paragraph

~~June~~ September 30, 2026 December 31, 2025

3 unchanged paragraphs

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, 2026:

Maturity of Lease Liabilities ~~June~~ September 30, 2026

Total future minimum lease payments $ ~~5,264.6~~ 5,300.2

Less: Imputed interest ( ~~2,754.5~~ 2,790.4 )

Present value of future minimum lease payments $ ~~2,510.1~~ 2,509.8

1 unchanged paragraph

Long-term operating lease liabilities ~~2,389.8~~ 2,393.7

Total operating lease liabilities $ ~~2,510.1~~ 2,509.8

(1) Excludes the ~~six~~ nine months ended ~~June~~ September 30, 2026.

(2) Included within "Accrued expenses and other current liabilities" on Consolidated Condensed Balance Sheet as of ~~June~~ September 30, 2026.

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Retail automotive dealership new vehicles $ ~~2,422.7~~ 2,379.7 $ 2,390.8

Retail automotive dealership used vehicles ~~1,321.9~~ 1,297.4 1,253.5

Retail automotive parts, accessories, and other ~~185.7~~ 190.4 186.3

Retail commercial truck dealership vehicles and parts ~~685.4~~ 661.1 492.8

Commercial vehicle distribution vehicles, parts, and engines ~~494.0~~ 491.5 491.3

Total inventories $ ~~5,109.7~~ 5,020.1 $ 4,814.7

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~~Six Months Ended June 30,~~

During the ~~six~~ nine months ended ~~June~~ September 30, 2026, we acquired two retail automotive franchises in the U.S., which generated $ ~~152.4~~ 268.7 million of revenue and $ ~~10.5~~ 18.2 million of pre-tax income from our date of acquisition through ~~June~~ September 30, 2026. During the ~~six~~ nine months ended ~~June~~ September 30, 2025, we ~~made no acquisitions.~~ acquired one retail automotive franchise in Italy. 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, 2026, and 2025:

Nine Months Ended September 30,

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Inventories 23.9 2.8

Other current assets 0.1

Property and equipment 108.3 0.5

Indefinite-lived intangibles 537.6 25.4

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Current liabilities ( 0.1 ) ( 7.3 )

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

~~Revenues $ 8,580.5 $ 8,155.0 $ 16,444.1 $ 16,230.6~~

Total cash used in acquisitions $ 669.7 $ 21.5

The following unaudited consolidated pro forma results of operations for the three and ~~six~~ nine months ended ~~June~~ September 30, 2026, and 2025 give effect to acquisitions consummated during 2026 and 2025 as if they had occurred on January 1, 2025. 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 $ 8,415.6 $ 8,166.0 $ 24,859.7 $ 24,397.0

Net income attributable to Penske Automotive Group common stockholders ~~260.9 267.1 495.3 525.1~~ 220.8 224.9 716.2 750.1

Net income per diluted common share $ ~~3.97~~ 3.36 $ ~~4.03~~ 3.41 $ ~~7.53~~ 10.89 $ ~~7.90~~ 11.31

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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, 2026:

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~~Balance, June 30, 2026~~

Foreign currency translation ( ~~9.1~~ 9.3 ) ( ~~3.3~~ 3.6 )

Balance, September 30, 2026

As of ~~June~~ September 30, 2026, the goodwill balance for reporting units within our Retail Automotive, Retail Commercial Truck, and Other reportable segments was $ ~~2,237.1~~ 2,236.9 million, $ ~~498.6~~ 498.4 million, and $ ~~77.9~~ 78.1 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 3.7 % and 4.4 % for the ~~six~~ nine months ended ~~June~~ September 30, 2026 and 2025, 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 65,721,612 66,172,701 65,758,318 66,470,709~~

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, 2026 and 2025 follows:

September 30, Nine Months Ended

Weighted average number of common shares outstanding 65,662,689 66,015,808 65,725,325 66,316,673

Effect of non-participatory equity compensation ~~12,288 14,551 12,288 14,551~~ 11,174 14,375 11,174 14,375

Weighted average number of common shares outstanding, including effect of dilutive securities ~~65,733,900 66,187,252 65,770,606 66,485,260~~ 65,673,863 66,030,183 65,736,499 66,331,048

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U.S. credit agreement revolving credit line $ ~~540.0~~ 498.0 $ 333.0

U.K. credit agreement revolving credit line ~~13.3~~ 6.6 87.6

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~~Other debt 452.7 455.1~~

Mortgage facilities ~~992.3~~ 1,024.3 792.5

Other debt 340.4 455.1

Total long-term debt ~~2,496.0~~ 2,367.2 2,165.5

Less: current portion ( ~~377.3~~ 297.6 ) ( 355.0 )

Net long-term debt $ ~~2,118.7~~ 2,069.6 $ 1,810.5

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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 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 30, 2026, we had $ 540.0 million revolver borrowings under the U.S. credit agreement.

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 )~~ 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, ~~2028.~~ 2029.

Concurrently with the execution of the Merger Agreement discussed in Note 1 above under the heading " Proposed Take-Private Transaction", we entered into the Limited Consent and Thirteenth Amendment (the "Amendment") to our U.S. Credit Agreement principally to provide for a conditional increase in the borrowing capacity to finance a portion of the aggregate Merger Consideration and to obtain the consent of the lenders thereunder to the Merger. As amended, the U.S. Credit Agreement provides us with a one-time option to increase the aggregate revolving commitment thereunder by up to $ 900 million, from $ 1.5 billion to up to $ 2.4 billion. Up to $ 400 million of that increase may be designated as an "Overadvance Commitment," permitting uncollateralized borrowing in excess of a defined, asset-based borrowing base plus 35 % of the goodwill and franchise value attributed to our domestic dealerships. The increase, including any requested Overadvance Commitment, becomes effective only upon the satisfaction of certain specified conditions, including evidence that, substantially concurrently with the initial funding of the increase, the Merger will be consummated in all material respects in accordance with the Merger Agreement and the Equity Financing (as defined in the Merger Agreement) will be funded in an amount not less than $ 2.2 billion. If the increase has not become effective on or before the fifth business day after the Outside Date (as defined in the Merger Agreement), the increase (including the Overadvance Commitment) will automatically expire, and the revolving commitment will remain $ 1.5 billion.

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

The interest rate on outstanding borrowings is based on an adjusted Secured Overnight Financing Rate ("SOFR") plus 1.50 %, with uncollateralized borrowings in excess of the borrowing base described above at adjusted SOFR plus a margin of 2.10 %. The U.S. Credit Agreement is continues to be fully and unconditionally guaranteed on a joint and several basis by substantially all of our U.S. subsidiaries, ~~and contains a number~~ remains secured by security interests in substantially all of ~~significant operating covenants that, among other things, restrict~~ our ~~ability to dispose of assets, incur additional indebtedness, repay certain other indebtedness, pay dividends, create liens on~~ U.S. assets, ~~make investments or acquisitions,~~ and ~~engage in mergers or consolidations. We are also required~~ continues to ~~comply with specified~~ contain significant operating covenants, financial ~~and other~~ tests and ratios, ~~each as defined in the U.S. credit agreement,~~ including a ratio of current assets to current liabilities, a fixed charge coverage ratio, a ratio of debt to stockholders' equity, and a ratio of debt to earnings before interest, taxes, depreciation, and amortization ("EBITDA"), as well as typical events of default, including change of control, non-payment of obligations, and cross-defaults to other material indebtedness. A breach of these ~~requirements~~ covenants or the occurrence of an event of default would give rise to certain remedies under the U.S. Credit Agreement, the most severe of which is the termination of the agreement and acceleration of the amounts owed. The foregoing description of the Amendment is qualified in its entirety by reference to the Amendment, including a conformed copy of the U.S. Credit Agreement, a copy of which is filed as Exhibit 4.1 hereto and incorporated herein by reference.

As of September 30, 2026, and October 12, 2026, we had $ 498.0 million and $ 606.0 million of revolver borrowings under the U.S. Credit Agreement, respectively.

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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, 2026, we had ~~10.0~~ 5.0 million ($ ~~13.3~~ 6.6 million) in revolver borrowings under the U.K. credit agreement.

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These notes are our unsecured, senior subordinated obligations and are guaranteed on an unsecured senior subordinated basis by our 100 % owned U.S. subsidiaries. These notes also contain 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. The Proposed Transaction is not a "change of control" under these notes as long as we comply with certain technical requirements of the notes. 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 3.75 % Notes at the redemption prices noted in the indenture.

We are party to mortgages that bear interest at defined rates and require monthly principal and/or interest payments. We also have a revolving mortgage facility with Toyota Motor Credit Corporation in the U.S. ~~In July 2026, we amended this facility principally to increase~~ Our maximum borrowing capacity to under the mortgage facility as of September 30, 2026, was $ 750.0 million, ~~from $ 600.0 million,~~ contingent on our property values pledged under the mortgage facility. Our actual borrowing capacity under this revolving mortgage facility as of ~~June~~ September 30, 2026, was $ ~~577.9~~ 598.4 million. Borrowings under the facility bear interest at the prime rate between minus 1.58 % and 1.68 %, and the facility expires in December 2028. As of ~~June~~ September 30, 2026, we had $ ~~577.5~~ 598.0 million in revolver borrowings under this mortgage facility. Our mortgage facilities also contain customary 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. The Proposed Transaction is not a "change of control" under these facilities. Substantially all of the land, 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, 2026, we owed $ ~~992.3~~ 1,024.3 million of principal under all of our mortgage facilities.

Our other debt consists primarily of various credit agreements and working capital loans in connection with local operations outside of the U.S. and the U.K. Included within other debt is a 4.50 % senior subordinated promissory note due November 2028 (the "Note") resulting from the PMG transaction, which requires monthly principal and interest payments (subject to the Company's right to prepay the Note in whole or in part at any time at its option without premium or penalty) and includes customary events of default. As of ~~June~~ September 30, 2026, we owed $ ~~125.5~~ 112.5 million, of which $ 51.9 million is included within current portion of long-term debt.

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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, 2026, 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 sold a number of dealerships to third parties and as a condition to certain of those sales, remain liable for the lease payments relating to the properties on which those businesses operate in the event of non-payment by the buyer. We are also party to lease agreements on properties that we no longer use in our retail operations that we have sublet to third parties. We rely on subtenants to pay the rent and maintain the property at these locations. In the event the subtenant does not perform as expected, we may not be able to recover amounts owed to us, and we could be required to fulfill these obligations. We believe we have made appropriate reserves relating to these locations. As of ~~June~~ September 30, 2026, we guaranteed or were otherwise liable for approximately $ ~~115.1~~ 102.0 million of these lease payments, including lease payments during available renewal periods.

In connection with the Proposed Transaction discussed in Note 1 under the heading " Proposed Take-Private Transaction", we may be required to pay a termination fee of $ 383.0 million if the Merger Agreement is terminated under certain circumstances outlined in the Merger Agreement, including if we terminate the Merger Agreement to enter into a definitive agreement providing for a Superior Proposal (as defined in the Merger Agreement).

Our floor plan credit agreements with ~~Daimler Truck Financial Services~~ respect to Penske Australia ~~and Daimler Financial Services New Zealand~~ provide us revolving loans for the acquisition of commercial vehicles for distribution to our retail network. These facilities include a commitment to repurchase dealer vehicles in the event the dealer's floor plan agreement is terminated.

We have $ 15.0 million of letters of credit outstanding and $ ~~26.3~~ 28.2 million of bank guarantees as of ~~June~~ September 30, 2026, and have posted $ ~~22.2~~ 22.3 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,

1 unchanged paragraph

Aggregate purchase price in millions $ $ ~~71.3~~ 7.8 $ 26.3 $ ~~111.2~~ 119.0

Average purchase price per share $ $ ~~143.70~~ 168.04 $ 154.83 $ ~~148.19~~ 149.33

Aggregate purchase price in millions $ ~~16.1~~ $ ~~22.0~~ 0.5 $ 16.2 $ ~~22.1~~ 22.6

Average purchase price per share $ ~~170.44~~ $ ~~164.18~~ 186.58 $ 170.42 $ ~~164.16~~ 164.62 (1) Shares were repurchased under our securities repurchase program. We had $ 221.2 million in repurchase authorization remaining under the repurchase program as of ~~June~~ September 30, 2026. The Merger Agreement restricts our ability to repurchase our common stock, and we therefore do not expect further repurchases of shares under this authority during the pendency of the Proposed Transaction.

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Changes in accumulated other comprehensive loss by component during the three and ~~six~~ nine months ended ~~June~~ September 30, 2026 and 2025, respectively, attributable to Penske Automotive Group common stockholders follows:

Three Months Ended ~~June~~ September 30, 2026

1 unchanged paragraph

~~Balance at March 31, 2026~~

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and 26 more changes in the filing

MD&A 457 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, 2025, Part II, Item 1A. "Risk Factors" in our Quarterly Report on Form 10-Q for the quarterly ~~period~~ periods ended March 31, 2026 and June 30, 2026, 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 28,600~~ approximately 28,900 people worldwide. Additionally, we own 28.9% of Penske Transportation Solutions, a business that employs over 40,000 people worldwide, manages one of the largest, most comprehensive and modern trucking fleets in North America with over ~~379,200~~ 373,600 trucks, tractors, and trailers under lease, rental, and/or maintenance contracts, and provides innovative transportation, supply chain, and technology solutions to its customers.

During the ~~six~~ nine months ended ~~June~~ September 30, 2026, our business generated ~~$16.4~~ $24.8 billion in total revenue, which is comprised of approximately ~~$14.3~~ $21.3 billion from retail automotive dealerships, ~~$1.6~~ $2.7 billion from retail commercial truck dealerships, and ~~$485.8~~ $752.1 million from commercial vehicle distribution and other operations. We generated ~~$2.7~~ $4.0 billion in gross profit, which is comprised of ~~$2.3~~ $3.4 billion from retail automotive dealerships, ~~$271.0~~ $434.4 million from retail commercial truck dealerships, and ~~$103.9~~ $161.9 million from commercial vehicle distribution and other operations.

Retail Automotive. We are one of the largest global automotive retailers as measured by the $27.5 billion in total retail automotive dealership revenue we generated in 2025. We are diversified geographically with ~~58%~~ 59% of our total retail automotive dealership revenues in the ~~six~~ nine months ended ~~June~~ September 30, 2026, generated in the U.S. and Puerto Rico and ~~42%~~ 41% generated outside of the U.S. We offer over 40 vehicle brands with 71% of our retail automotive franchised dealership revenue generated from premium brands, such as Audi, BMW, Land Rover, Lexus, Mercedes-Benz, and Porsche, and 23% of revenue generated from volume non-U.S. brands such as Toyota and Honda in the ~~six~~ nine months ended ~~June~~ September 30, 2026. As of ~~June~~ September 30, 2026, we operated ~~362~~ 369 retail automotive franchised dealerships, of which 146 are located in the U.S. and ~~216~~ 223 are located outside of the U.S., principally in the U.K. As of ~~June~~ September 30, 2026, we also operated 13 used vehicle dealerships, with six dealerships in the U.S. operating under the brand name CarShop, six 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 ~~296,000~~ 443,000 vehicles in the ~~six~~ nine months ended ~~June~~ September 30, 2026.

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During the ~~six~~ nine months ended ~~June~~ September 30, 2026, in the U.S. we acquired two retail automotive franchises and sold four retail automotive franchises; in the U.K. we opened ~~one~~ six retail automotive ~~franchise,~~ franchises, closed three retail automotive franchises, and sold two used vehicle dealerships; and in Germany we opened ~~one~~ three retail automotive ~~franchise.~~ franchises. Retail automotive dealerships represented ~~87.1%~~ 85.9% of our total revenues and ~~85.9%~~ 85.0% of our total gross profit in the ~~six~~ nine months ended ~~June~~ September 30, 2026.

Retail Commercial Truck Dealership. We operate Premier Truck Group ("PTG"), a heavy- and medium-duty retail 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, 2026, PTG operated 45 locations selling new and/or used trucks, performing service and parts operations, or offering collision repair services. We retailed and wholesaled ~~9,152~~ 15,996 new and used trucks in the ~~six~~ nine months ended ~~June~~ September 30, 2026. This business represented ~~9.9%~~ 11.1% of our total revenues and ~~10.2%~~ 10.9% of our total gross profit in the ~~six~~ nine months ended ~~June~~ September 30, 2026.

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 3.0% of our total revenues and ~~3.9%~~ 4.1% of our total gross profit in the ~~six~~ nine months ended ~~June~~ September 30, 2026. We also own and operate three Porsche dealerships in Melbourne, Australia, the results of which are included within our retail automotive segment described above.

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 businesses, which articulates the breadth of their services. PTS 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, supply chain management, and dry van truckload carrier services. We recorded ~~$98.5~~ $167.0 million and ~~$86.7~~ $145.1 million in equity earnings from this investment for the ~~six~~ nine months ended ~~June~~ September 30, 2026 and 2025, respectively.

Proposed Take-Private Transaction

On October 15, 2026, we entered into the Merger Agreement with Buyer, pursuant to which Buyer will merge with and into the Company, with the Company surviving the Merger. Buyer is an entity owned by PC and Mitsui. If the Proposed Transaction is consummated, we will cease to be a publicly traded company and will become wholly owned by the Investor Group, with PC and Mitsui expected to own, directly or indirectly, approximately 64% and 36%, respectively, of the equity interests of the Company. See Note 1 to our Consolidated Condensed Financial Statements " Proposed Take-Private Transaction," Note 9 "Long-Term Debt U.S. Credit Agreement" and Part II, Item 1A. "Risk Factors" for further information.

1 unchanged paragraph

Tariffs. During 2025 and 2026, the U.S. enacted various tariffs on automobiles, automobile parts, and medium- and heavy-duty trucks and related parts which, along with U.S. trade policies, have impacted certain of our automotive and commercial vehicle suppliers, as well as our and PTS' operations. In February 2026, the U.S. Supreme Court ruled that certain tariffs imposed under the International Emergency Economic Powers Act (IEEPA) were not authorized under that statute, although the ruling did not disturb other previously enacted tariffs, and many of the These tariffs ~~affected by the ruling were subsequently re-implemented under a temporary statutory authority. In July 2026, that temporary authority expired~~ and ~~in response, the U.S. implemented new tariffs on imports from a broad range of countries under different statutory authority, which tariffs may~~ trade policies directly or indirectly affect certain of the vehicles, trucks, and parts we sell. Developments regarding U.S. trade policy and the applicability and impact of tariffs on the vehicles, trucks and parts we sell remain fluid, and we cannot predict the timing, scope, or outcome of future tariff-related actions or their potential effect, if any, on our results of operations. We continue to monitor tariff and trade policies and their impact on our business and results of operations.

1 unchanged paragraph

Penske Transportation Solutions. PTS experienced improved operating performance during the first six months of 2026. As discussed above, in recent months we have seen increased order activity in the Class 8 market which, in addition to continued cost savings strategies, we expect will benefit PTS.

Electric Vehicle ("EV") and Emissions 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. Under the U.K. Zero Emission Vehicle Mandate ("ZEV Mandate"), manufacturers must ensure that 33% of new cars sold in 2026 are electric vehicles (with limited allowances) and are subject to significant penalties if the required percentage is not achieved. By publicly available estimates, ~~25%~~ 26% of the U.K. new car registrations through ~~June~~ September 2026 were zero emission vehicles. The U.K. government has also confirmed a ban on the sale of new cars powered solely by internal combustion engines beginning in 2030, subject to limited exceptions for certain low-volume manufacturers, while allowing certain hybrid cars and vans with internal combustion engines to be sold until 2035 with limited exceptions. The ban does not apply to used vehicle sales. These U.K. regulations currently increase annually through 2035 and continue to affect the profitability and mix of vehicles sold by our U.K. dealerships. In ~~June~~ August 2026, the U.K. government ~~announced~~ launched a ~~review of, and~~ public consultation ~~regarding,~~ as part of its review of the ZEV Mandate, including a potential ~~reduction of~~ changes to the ~~2030~~ current annual zero-emission vehicle sales targets and related compliance provisions. The consultation closed in October 2026, although the outcome and timing of any resulting changes remain uncertain. In the U.S. commercial vehicle market, the ~~EPA s~~ EPA's 2027 heavy-duty engine emissions standards establish more stringent requirements for model year 2027 and later heavy-duty engines, and although in July 2026 the EPA ~~recently~~ proposed amendments to certain compliance provisions of those standards, it has retained the underlying model year 2027 emissions start date and the stringency of the standards. We believe that the recent clarity regarding these emission standards contributed to increased order activity during the first half of 2026, with related sales ~~expected to occur~~ occurring primarily in the second half of 2026. For an additional discussion of certain risks associated with our business related to EV and emissions regulation, 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, 2025.

Retail Automotive. During the ~~six~~ nine months ended ~~June~~ September 30, 2026, U.S. industry new light vehicle sales decreased ~~2.7%,~~ 2.0%, to ~~7.9~~ 12.0 million units, including a ~~4.0%~~ 3.0% decrease in retail sales, partially offset by a ~~4.3%~~ 4.1% increase in fleet sales, as compared to the same period last year. In the U.S., we believe our comparative new vehicle sales overall were negatively impacted by weather-related disruptions during January and February, the benefit in the prior period from tariff-related pull-forward of retail sales, and a ~~49.5%~~ 48.8% decrease in our new EV sales in the U.S., driven by reduced EV and emissions regulations in the U.S. and the elimination of certain tax incentives for the purchase of vehicles, including the previous $7,500 per new vehicle tax incentive on September 30, 2025, ~~We expect continued strong demand for our service and parts operations driven~~ partially offset by ~~the increased average age of vehicles, recall campaigns, increased miles driven, and vehicle complexity. Affordability remains~~ a ~~consideration for consumers, given higher average~~ 7.4% increase in our hybrid vehicle ~~prices and the resulting impact on monthly payments.~~ sales.

U.K. new vehicle registrations increased ~~9.2%~~ 10.2% to ~~1.1~~ 1.7 million registrations, including a ~~12.6%~~ 12.8% increase in retail sales and ~~a 6.8%~~ an 8.0% increase in fleet 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, increased ~~4.2%~~ 3.7% over such period. We believe premium brand performance during the first ~~six~~ nine months of 2026 benefited in part from an overall growth in the U.K. new vehicle market, including continued consumer demand for electric vehicles. However, premium brand performance in the U.K. continues to be impacted by market dynamics, including higher business and consumer-related taxes and fees, increased emissions-based charges on higher-emission vehicles, the increased market share of Chinese manufacturers (which grew from ~~7.6%~~ 8.7% to ~~15.3%~~ 17.5% in the first ~~six~~ nine months of 2026), and higher fuel prices, which we expect may continue to affect the U.K. premium vehicle market.

Our new vehicle days' supply is 51 49 as of ~~June~~ September 30, 2026, compared to 49 as of December 31, 2025. Our used vehicle days' supply is 44 as of ~~June~~ September 30, 2026, compared to 49 as of December 31, 2025.

Retail Commercial Truck Dealership. During the ~~six~~ nine months ended ~~June~~ September 30, 2026, North American sales of Class 6-8 medium- and heavy-duty trucks, the vehicles sold by our PTG business, decreased ~~9.4%~~ 3.5% from the same period last year to ~~191,418~~ 302,500 units. The Class 6-7 medium-duty truck market decreased ~~3.6%~~ 0.3% from the same period last year to ~~73,542~~ 113,725 units, and Class 8 heavy-duty trucks, the largest North American market, decreased ~~12.7%~~ 5.3% from the same period last year to ~~117,876~~ 188,775 units. Lower order intake related to the weak freight environment during the third and fourth quarters of 2025 negatively impacted truck deliveries during the first six months of 2026. However, order activity began increasing in late 2025 and continued through the first nine months of 2026 as the freight environment ~~has strengthened, driven in part by~~ improved, capacity tightened, and we fulfilled customer orders placed ahead of anticipated 2027 emissions requirements. Demand for used trucks also increased during the first ~~half~~ nine months of 2026, ~~which we believe was due~~ as customers looked to ~~higher freight rates and capacity constraints in~~ replace their aging fleets as the ~~freight market.~~ allocation of new truck orders were not available. In addition, service and parts operations ~~benefited~~ continued to benefit from increased demand from delayed maintenance, as well as from an aging vehicle fleet. We expect ~~related sales from~~ this increased new truck order activity to ~~occur primarily in~~ continue to benefit truck deliveries through the ~~second half~~ remainder of 2026. ~~and demand for new and used trucks and service and parts operations to remain strong.~~ As of ~~June~~ September 30, 2026, the Class 6-8 medium- and heavy-duty truck backlog is ~~236,771~~ 206,557 units according to data published by ACT Research compared to 170,568 as of December 31, 2025.

Commercial Vehicle Distribution and Other. During the ~~six~~ nine months ended ~~June~~ September 30, 2026, the Australian heavy-duty truck market reported sales of ~~6,466~~ 9,756 units, representing a decrease of ~~9.5%~~ 7.6% from the same period last year, while the New Zealand market reported sales of ~~1,137~~ 1,673 units, representing a decrease of ~~0.3%~~ 4.0% from the same period last year. We expect continued challenging market conditions for our on-highway businesses, with higher fuel prices and broader operating cost pressures on transport operators continuing to affect demand. However, we expect demand for defense, mining, and energy systems products to remain strong in through the ~~second half~~ remainder of 2026, ~~in particular in providing~~ particularly for standby power energy solutions ~~for~~ we provide to our data systems customers.

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, 2025, Part II, Item 1A. "Risk Factors" in our Quarterly Report on Form 10-Q for the quarterly ~~period~~ periods ended March 31, 2026 and June 30, 2026, Part II, 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 97.0% of our revenue and ~~81.5%~~ 78.2% of our earnings before taxes during the ~~six~~ nine months ended ~~June~~ September 30, 2026. Income from our PTS investment represents ~~14.5%~~ 17.0% of our earnings before taxes during the ~~six~~ nine months ended ~~June~~ September 30, 2026. 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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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~~ decreased revenue by $2.3 million and increased gross profit by ~~$47.2 million and $8.5~~ $1.4 million, respectively, for the three months ended ~~June~~ September 30, 2026, and increased revenue and gross profit by ~~$274.8~~ $272.4 million and ~~$43.4~~ $44.8 million, respectively, for the ~~six~~ nine months ended ~~June~~ September 30, 2026, compared to the same periods in 2025. Foreign currency average rate fluctuations increased earnings per share by approximately ~~$0.02~~ $0.01 per share for the three months ended ~~June~~ September 30, 2026, and increased earnings per share by approximately ~~$0.07~~ $0.09 per share for the ~~six~~ nine months ended ~~June~~ September 30, 2026, compared to the same periods in 2025. Excluding the impact of foreign currency average rate fluctuations, aggregate revenue and gross profit increased ~~5.4%~~ 4.5% and ~~decreased 0.3%,~~ increased 1.8%, respectively, for the three months ended ~~June~~ September 30, 2026, and increased ~~0.7%~~ 2.0% and decreased ~~2.3%,~~ 0.9%, respectively, for the ~~six~~ nine months ended ~~June~~ September 30, 2026, compared to the same periods in 2025.

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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; 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 regulations concerning its vehicle fleet, changes in the values of used trucks, which affect PTS' profitability on truck sales, and regulatory risks and related compliance costs; 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 vehicle sales, including those related to the sales process, emissions standards or electrification; the success of our distribution of commercial vehicles, engines, and power systems; natural disasters; and recall initiatives or other disruptions that interrupt the supply of vehicles or parts to us. risks and uncertainties relating to an unsolicited, preliminary and non-binding take private proposal received from Penske Corporation and Mitsui & Co., Ltd. and their affiliates to acquire all of the shares of the Company not already owned by them, including the possibility that any such transaction may not be pursued, approved, or consummated on the proposed terms, within any anticipated timeframe, or at all; 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, 2025, Part II, Item 1A. "Risk Factors" in our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2026, Part II, Item 1A. "Risk Factors" in this Quarterly Report on Form 10-Q, and our other periodic reports filed with the Securities and Exchange Commission.

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

See Part I, Item 1A. "Risk Factors " in our Annual Report on Form 10-K for the year ended December 31, 2025, Part II, Item 1A. "Risk Factors" in our Quarterly Report on Form 10-Q for the quarterly periods ended March 31, 2026 and June 30, 2026, Part II, 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, 2026, include a gain of $90.9 million from the sale of retail automotive franchises in the U.S., resulting in an after-tax gain of $67.5 million, or $1.03 per share. This gain was partially offset by disposals and other charges of $13.0 million (none of which was individually material), resulting in an after-tax expense of $10.9 million, or $0.17 per share.

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.

Three Months Ended ~~June~~ September 30, 2026, Compared to Three Months Ended ~~June~~ September 30, 2025

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~~New retail unit sales (excluding agency) 55,136 52,985 2,151 4.1 %~~

~~New agency unit sales 11,195 10,079 1,116 11.1 %~~

~~Total new units delivered 66,331 63,064 3,267 5.2 %~~

~~Total same-store new units delivered 64,969 61,926 3,043 4.9 %~~

~~New sales revenue $ 3,375.4 $ 3,188.1 $ 187.3 5.9 %~~

~~Same-store new sales revenue $ 3,281.9 $ 3,126.4 $ 155.5 5.0 %~~

~~Gross profit new $ 290.1 $ 306.4 $ (16.3) (5.3) %~~

~~Same-store gross profit new $ 280.6 $ 301.4 $ (20.8) (6.9) %~~

~~Gross margin % new 8.6 % 9.6 % (1.0) % (10.4) %~~

~~Same-store gross margin % new 8.5 % 9.6 % (1.1) % (11.5) %~~

New retail unit sales (excluding agency) 53,504 54,120 (616) (1.1) %

Same-store new retail unit sales (excluding agency) ~~53,774 51,847 1,927 3.7~~ 52,305 52,947 (642) (1.2) %

New agency unit sales 11,285 11,730 (445) (3.8) %

Same-store new agency unit sales ~~11,195 10,079 1,116 11.1~~ 11,285 11,666 (381) (3.3) %

Total new units delivered 64,789 65,850 (1,061) (1.6) %

Total same-store new units delivered 63,590 64,613 (1,023) (1.6) %

New sales revenue $ 3,213.6 $ 3,198.1 $ 15.5 0.5 %

Same-store new sales revenue $ 3,142.3 $ 3,133.7 $ 8.6 0.3 %

New retail sales revenue per unit (excluding agency) $ ~~60,701~~ 59,528 $ ~~59,691~~ 58,526 $ ~~1,010~~ 1,002 1.7 %

Same-store new retail sales revenue per unit (excluding agency) $ ~~60,500~~ 59,529 $ ~~59,810~~ 58,611 $ ~~690 1.2~~ 918 1.6 %

Gross profit new $ 269.4 $ 279.0 $ (9.6) (3.4) %

Same-store gross profit new $ 261.5 $ 274.2 $ (12.7) (4.6) %

Average gross profit per new vehicle (excluding agency) $ ~~4,782~~ 4,524 $ ~~5,337~~ 4,642 $ ~~(555) (10.4)~~ (118) (2.5) %

Same-store average gross profit per new vehicle (excluding agency) $ ~~4,726~~ 4,477 $ ~~5,358~~ 4,660 $ ~~(632) (11.8)~~ (183) (3.9) %

Gross margin % new 8.4 % 8.7 % (0.3) % (3.4) %

Same-store gross margin % new 8.3 % 8.8 % (0.5) % (5.7) %

Retail unit deliveries of new vehicles ~~increased~~ decreased from 2025 to 2026 due to a ~~3,043~~ 1,023 unit, or ~~4.9%, increase~~ 1.6%, decrease in same-store new ~~retail~~ unit deliveries, coupled with a ~~224~~ 38 unit ~~increase~~ decrease from net dealership acquisitions/dispositions. Same-store retail units delivered ~~increased 2.8%~~ decreased 3.4% in the U.S. and increased ~~8.2%~~ 1.2% internationally. Overall, new retail unit deliveries ~~increased 2.9%~~ decreased 3.6% in the U.S. and increased ~~8.9%~~ 1.6% internationally. We believe the ~~increase~~ decrease in new retail unit deliveries in the U.S. was primarily due to ~~higher sales at our volume and domestic brand dealerships and improved new vehicle availability from certain manufacturers, partially offset by lower demand for~~ a decline in the sale of electric vehicles subsequent to the elimination of certain U.S. tax incentives as of September 30, 2025. We believe the increase in new retail unit deliveries internationally is primarily due to the increase in deliveries of ~~certain premium and volume brands,~~ our Chinese brand dealerships, partially offset by the elimination of premium vehicles from ~~certain~~ the government motability incentive ~~programs~~ program in the U.K.

New vehicle sales revenue increased from 2025 to 2026 due to ~~a $155.5~~ an $8.6 million, or ~~5.0%,~~ 0.3%, increase in same-store revenues, coupled with a ~~$31.8~~ $6.9 million increase from net dealership acquisitions/dispositions. Excluding ~~$7.3~~ $7.9 million of ~~favorable~~ unfavorable foreign currency fluctuations, same-store new revenue increased ~~4.7%.~~ 0.5%. Same-store revenue (excluding agency) increased due to ~~the increase in same-store new retail unit sales, which increased revenue by $116.6 million, coupled with~~ a ~~$690~~ $918 per unit increase in same-store comparative average retail selling price ~~(including~~ (despite a ~~$131~~ $147 per retail unit ~~increase~~ decrease attributable to ~~favorable~~ unfavorable foreign currency fluctuations), which increased revenue by ~~$35.8~~ $48.0 million, partially offset by the decrease in same-store new retail unit sales, which decreased revenue by $37.6 million. We believe the increase in same-store comparative average retail selling price (excluding agency) is primarily due to the increased costs of acquiring vehicles from the manufacturer, coupled with a shift in sales mix toward higher-priced hybrid vehicles.

Retail gross profit from new vehicle sales decreased from 2025 to 2026 due to a ~~$20.8~~ $12.7 million, or ~~6.9%,~~ 4.6%, decrease in same-store gross profit, partially offset by a ~~$4.5~~ $3.1 million increase from net dealership acquisitions/dispositions. Excluding ~~$0.6~~ $0.8 million of ~~favorable~~ unfavorable foreign currency fluctuations, same-store gross profit decreased ~~7.1%.~~ 4.3%. Same-store gross profit (excluding agency) decreased due to a ~~$632~~ $183 per unit decrease in same-store comparative average gross profit (including a $12 per retail unit decrease attributable to unfavorable foreign currency fluctuations), which decreased gross profit by ~~$32.8~~ $9.6 million, ~~partially offset by~~ coupled with the ~~increase~~ decrease in same-store new retail sales, which ~~increased~~ decreased retail gross profit by ~~$9.1~~ $3.0 million. We believe the decrease in same-store comparative average retail gross profit per unit (excluding agency) is primarily due to ~~a highly competitive selling environment, the benefit in the prior period from tariff-related pull-forward of retail sales,~~ the mix of vehicles sold and vehicle affordability considerations.

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~~Used retail unit sales 59,070 56,802 2,268 4.0 %~~

~~Same-store used retail unit sales 57,802 55,034 2,768 5.0 %~~

~~Used retail sales revenue $ 2,471.9 $ 2,259.4 $ 212.5 9.4 %~~

~~Same-store used retail sales revenue $ 2,422.6 $ 2,204.3 $ 218.3 9.9 %~~

~~Gross profit used $ 123.8 $ 130.6 $ (6.8) (5.2) %~~

~~Same-store gross profit used $ 120.7 $ 127.5 $ (6.8) (5.3) %~~

~~Gross margin % used 5.0 % 5.8 % (0.8) % (13.8) %~~

~~Same-store gross margin % used 5.0 % 5.8 % (0.8) % (13.8) %~~

Used retail unit sales 57,635 56,441 1,194 2.1 %

Same-store used retail unit sales 56,714 54,636 2,078 3.8 %

Used retail sales revenue $ 2,383.7 $ 2,299.0 $ 84.7 3.7 %

Same-store used retail sales revenue $ 2,349.7 $ 2,242.9 $ 106.8 4.8 %

Used retail sales revenue per unit $ ~~41,847~~ 41,358 $ ~~39,776~~ 40,734 $ ~~2,071 5.2~~ 624 1.5 %

Same-store used retail sales revenue per unit $ ~~41,912~~ 41,431 $ ~~40,054~~ 41,052 $ ~~1,858 4.6~~ 379 0.9 %

Gross profit used $ 112.2 $ 117.5 $ (5.3) (4.5) %

Same-store gross profit used $ 109.8 $ 114.6 $ (4.8) (4.2) %

Average gross profit per used vehicle retailed $ ~~2,095~~ 1,946 $ ~~2,298~~ 2,083 $ ~~(203) (8.8)~~ (137) (6.6) %

Same-store average gross profit per used vehicle retailed $ ~~2,088~~ 1,936 $ ~~2,317~~ 2,097 $ ~~(229) (9.9)~~ (161) (7.7) %

Gross margin % used 4.7 % 5.1 % (0.4) % (7.8) %

Same-store gross margin % used 4.7 % 5.1 % (0.4) % (7.8) %

Retail unit sales of used vehicles increased from 2025 to 2026 due to a ~~2,768~~ 2,078 unit, or ~~5.0%,~~ 3.8%, increase in same-store used retail unit sales, partially offset by ~~a 500~~ an 884 unit decrease from net dealership acquisitions/dispositions. Our same-store units increased ~~3.0%~~ 2.3% in the U.S. and increased ~~7.4%~~ 5.5% internationally. Overall, our used units increased ~~3.3%~~ 2.3% in the U.S. and increased ~~4.7%~~ 1.9% internationally. We believe the increase in same-store retail sales of used units is primarily due to increased consumer demand due to overall affordability considerations, coupled with increased operational enhancements internationally focused on growing used vehicle sales.

Used vehicle retail sales revenue increased from 2025 to 2026 due to a ~~$218.3~~ $106.8 million, or ~~9.9%,~~ 4.8%, increase in same-store revenues, partially offset by a ~~$5.8~~ $22.1 million decrease from net dealership acquisitions/dispositions. Excluding ~~$9.7~~ $5.1 million of ~~favorable~~ unfavorable foreign currency fluctuations, same-store used retail revenue increased ~~9.5%.~~ 5.0%. The increase in same-store revenue is due to the increase in same-store used retail unit sales which increased revenue by ~~$116.0~~ $86.1 million, coupled with a ~~$1,858~~ $379 per unit increase in same-store comparative average selling price ~~(including~~ (despite a ~~$167~~ $90 per unit ~~increase~~ decrease attributable to ~~favorable~~ unfavorable foreign currency fluctuations), which increased revenue by ~~$102.3~~ $20.7 million. We believe the increase in same-store comparative average selling price is primarily due to the increased costs to acquire vehicles.

Retail gross profit from used vehicle sales decreased from 2025 to 2026 due to a ~~$6.8~~ $4.8 million, or ~~5.3%,~~ 4.2%, decrease in same-store gross profit, coupled with a $0.5 million decrease from net dealership acquisitions/dispositions. Excluding ~~$0.6~~ $0.2 million of ~~favorable~~ unfavorable foreign currency fluctuations, same-store gross profit decreased ~~5.9%.~~ 4.0%. The decrease in same-store gross profit is due to a ~~$229~~ $161 per unit decrease in same-store comparative average gross profit (including a $4 per retail unit decrease attributable to unfavorable foreign currency fluctuations), which decreased gross profit by ~~$12.6~~ $8.8 million, partially offset by the increase in same-store used retail unit sales, which increased gross profit by ~~$5.8~~ $4.0 million. We believe the decrease in same-store comparative average gross profit per unit is primarily due to higher acquisition costs of vehicles ~~coupled with improved new vehicle availability.~~ and affordability considerations.

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~~Total retail unit sales 114,206 109,787 4,419 4.0 %~~

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and 377 more changes in the filing

Forward-looking statements 8 changes

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trends affecting the automotive or trucking industries generally, such as changes to an agency model of distribution, and our future financial condition or results of operations; ~~and our business strategy.~~

our business strategy; and

with respect to the Proposed Transaction, the ability of Buyer and the Company to complete the transactions contemplated by the Merger Agreement, including the parties' ability to satisfy the conditions set forth in the Merger Agreement; the ability of Buyer to finance the Merger, statements about the expected timetable for completing the Merger, Buyer's and the Company's beliefs and expectations and statements about the benefits sought to be achieved in Buyer's proposed acquisition of the Company, the potential effects of the acquisition on each of Buyer and the Company; as well as the possibility of any termination of the Merger Agreement.

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, 2025, Part II, Item 1A. "Risk Factors" in our Quarterly Report on Form 10-Q for the quarterly ~~period~~ periods ended March 31, 2026 and June 30, 2026, Part II, 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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the unsolicited, preliminary and non-binding take private proposal received from Penske Corporation and Mitsui & Co., Ltd. and their affiliates to acquire all of the shares of the Company not already owned by them subjects us to risks and uncertainties, including the possibility that any such transaction may not be pursued, approved, or consummated on the proposed terms, within any anticipated timeframe, or at all, and may also cause volatility in the trading price of our common stock;

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some of our directors and officers may have conflicts of interest with respect to certain related party transactions and other business interests; ~~and shares of our common stock eligible for future sale may cause the market price of our common stock to drop significantly, even if our business is doing well.~~

shares of our common stock eligible for future sale may cause the market price of our common stock to drop significantly, even if our business is doing well; and with respect to the Proposed Transaction, there can be no guarantees that the conditions to the closing of the Merger will be satisfied on the expected timetable or at all, and additional risks and uncertainties include uncertainties as to the closing of the Merger, including the possibility that the Merger may not be completed in a timely manner or at all, which could adversely affect our business and the market price of our common stock; the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement, including circumstances that could require us to pay Buyer a termination fee of $383.0 million; the possibility that various conditions to the consummation of the Merger may not be satisfied or waived, including uncertainty as to how many of our unaffiliated stockholders will vote in favor of the Merger; the ability to obtain necessary regulatory approvals or to obtain them on acceptable terms or within expected timing; the risk that any announcements relating to the Proposed Transaction could have adverse effects on the market price of our common stock, credit ratings or operating results; the risk that the market price of our common stock may fluctuate during the pendency of the Proposed Transaction and may decline significantly if the Proposed Transaction is not completed; the fact that the Merger Consideration is fixed and will not be adjusted for changes in our business, financial condition or operating results or in the market price of our common stock; the effects of disruption from the Proposed Transaction and the impact of the announcement and pendency of the Proposed Transaction on our business, including our ability to attract, retain and hire key personnel and to maintain relationships with manufacturers, customers, suppliers and others with whom we do business, employee departures, diversion of management's time and attention from ordinary course business operations, negative publicity, competitive responses to the Proposed Transaction, or certain restrictions during the pendency of the Proposed Transaction that may impact our ability to pursue certain business opportunities or strategic transactions; provisions of the Merger Agreement that limit our ability to pursue alternatives to the Merger, which could discourage a third party from making an alternative acquisition proposal; the risk that stockholder litigation in connection with the Proposed Transaction may prevent or delay the completion of the Proposed Transaction or may result in significant costs of defense, indemnification and liability; the risk that there may be significant transaction costs, which we will continue to incur whether or not the Proposed Transaction is completed, and other unexpected costs, charges or expenses resulting from the Proposed Transaction.

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, 2025, Part II, Item 1A. "Risk Factors" in our Quarterly Report on Form 10-Q for the quarterly ~~period~~ periods ended March 31, 2026 and June 30, 2026, Part II, 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~~ 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, 2026, a 100-basis-point change in interest rates would result in an approximate $14.6 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, 2026, a 100-basis-point change in interest rates would result in an approximate ~~$40.9~~ $41.3 million change to our annual floor plan interest expense.

5 unchanged paragraphs

Foreign Currency Exchange Rates. As of ~~June~~ September 30, 2026, 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 ~~$673.8 million~~ $1.0 billion change to our revenues for the ~~six~~ nine months ended ~~June~~ September 30, 2026.

1 unchanged paragraph

Controls and procedures 1 change

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the ~~Securities Exchange Act of 1934, as amended (the~~ Exchange Act as of the end of the period covered by this report. Our disclosure controls and procedures are designed to ensure that information required to be disclosed by us in the reports we file under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC's rules and forms and that such information is accumulated and communicated to management, including our principal executive officer and principal financial officer, to allow timely discussions regarding required disclosure.

1 unchanged paragraph

Risk factors 27 changes

We have received an unsolicited, preliminary and non-binding proposal from our largest stockholders to acquire the shares of our common stock they do not already own. The outcome of this proposal is uncertain, may result in significant costs, and may impact the trading price and volatility of our common stock.

On July 22, 2026, our Board of Directors received an unsolicited, preliminary and non-binding proposal (the Proposal ) from Penske Corporation, on behalf of itself and its wholly-owned subsidiary Penske Automotive Holdings Corp. (collectively, PC ) and Mitsui & Co., Ltd., on behalf of itself and its wholly-owned subsidiary Mitsui & Co. (U.S.A.), Inc. (collectively, Mitsui and together with PC, the PC-Mitsui Investors ), to acquire all outstanding shares of our common stock not already owned by them for cash consideration of $210.00 per share (the Transaction ). The PC-Mitsui Investors currently beneficially own, collectively, approximately 72.6% of our outstanding common stock. In response to the Proposal, our Board established a special committee of disinterested and independent directors (the Special Committee ), authorized to retain its own legal and financial advisors, to evaluate the Proposal. There can be no assurance as to whether any agreement relating to the proposed Transaction or any similar or other transaction will be reached, or that any Transaction or any similar or other transaction will be pursued, approved, or consummated, or as to its terms. The Proposal is an expression of interest only and may be withdrawn or modified at any time. The Special Committee may decline to recommend or may terminate its consideration of the Transaction or any transaction at any time, and any transaction remains subject to numerous factors beyond our control, including market conditions, industry trends, regulatory developments, and litigation. We may also incur significant costs in connection with the evaluation of, and response to, the Proposal, regardless of whether it results in any transaction. The outcome of the proposed Transaction may contribute to fluctuations in the trading price and trading volume of our common stock.

In addition to the information set forth in this Form 10-Q, you should carefully consider the risk factors discussed in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2025, and Part II, Item 1A. "Risk Factors" in our Quarterly Report on Form 10-Q for the quarterly ~~period~~ periods ended March 31, 2026 and June 30, 2026, along with our other periodic reports filed with the Securities and Exchange Commission, which could materially affect our business, financial condition, or future results. The following disclosure further updates the risk factors included in our 2025 Annual Report on Form 10-K:

Risks Relating to the Proposed Transaction

The Proposed Transaction and the pendency of the Proposed Transaction could have a material effect on our business, results of operations, financial condition and stock price.

On October 15, 2026, we entered into the Merger Agreement discussed in Note 1 to our Consolidated Condensed Financial Statements under the heading " Proposed Take-Private Transaction." The consummation of the Merger is subject to certain conditions, including, among others, approval of certain regulatory authorities and the Company Stockholder Approval (as defined in the Merger Agreement). There are certain risks to our stockholders from the Proposed Transaction, including:

the amount of cash to be paid under the Merger Agreement is fixed and will not be adjusted for changes in our business, assets, liabilities, prospects, outlook, financial condition or operating results or in the event of any change in the market price of, analyst estimates of, or projections relating to, our common stock;

the fact that receipt of the all-cash per share Merger Consideration under the Merger Agreement is taxable to stockholders that are treated as U.S. holders for U.S. federal income tax purposes; and the fact that, if the Proposed Transaction is completed, our stockholders will forego the opportunity to realize the potential long-term value of the successful execution of our current strategy as an independent company.

During the period prior to the closing of the Proposed Transaction, our business is exposed to certain inherent risks due to the effect of the announcement or pendency of the Proposed Transaction on our business relationships, financial condition, operating results and business, including:

the possibility of disruption to our business and operations, including significant diversion of management attention and resources as well as negative publicity and competitive responses to the Proposed Transaction;

the inability to attract and retain key personnel, and the possibility that our current employees could be distracted, and their productivity decline as a result, due to uncertainty regarding the Proposed Transaction;

the inability to pursue alternative business opportunities or make changes to our business pending the completion of the Proposed Transaction, and other restrictions on our ability to conduct our business;

the impact of the substantial costs, fees, expenses and charges related to the Merger Agreement and the Proposed Transaction, which we have incurred and expect to continue to incur whether or not the Proposed Transaction is completed;

unanticipated difficulties or expenditures relating to the Proposed Transaction;

the pendency and outcome of the legal proceedings that may be instituted against us, our directors, executive officers and others relating to the Proposed Transaction; and other developments beyond our control, including, changes in domestic or global economic conditions that may affect the timing or success of the Proposed Transaction.

The Proposed Transaction may not be completed within the expected timeframe, or at all, and significant delay or the failure to complete the Proposed Transaction could adversely affect our business.

Our business, our relationships or our financial condition may be adversely affected if the Proposed Transaction is not consummated within the expected timeframe, or at all. The consummation of the Proposed Transaction is subject to certain conditions, including receipt of the Company Stockholder Approval and certain specified regulatory approvals. The necessary regulatory approvals may not be obtained on a timely basis or at all, or may be obtained subject to conditions that could delay completion of the Proposed Transaction or adversely affect our business. The Merger Agreement contains termination rights, including among others by either party if (i) consummation of the Merger has not occurred by October 15, 2027 (ii) the Company Stockholder Approval is not obtained, (iii) a final, non-appealable law or governmental order prohibits the Merger, and (iv) there are breaches by the other parties of certain representations, warranties, covenants or agreements. While it is currently anticipated that the Proposed Transaction will be consummated in the first quarter of 2027, these conditions may not be satisfied in a timely manner or at all. Failure to complete the Proposed Transaction within the expected timeframe, or at all, could adversely affect our business and the market price of our common stock in several ways, including to the extent that the current market price of our stock reflects an assumption that the Proposed Transaction will be completed. The price of our common stock may fluctuate during the pendency of the Proposed Transaction and could decrease significantly if the Proposed Transaction is not completed. Moreover, we may be required to pay Buyer a termination fee of $383.0 million if the Merger Agreement is terminated in certain circumstances, including if we terminate the Merger Agreement to enter into a definitive agreement providing for a Superior Proposal (as defined in the Merger Agreement), as noted above.

Buyer is owned by PC and Mitsui, which, together with certain of their affiliates, own approximately 72.6% of our outstanding common stock, and their ownership and the terms of the Merger Agreement and related agreements may discourage alternative transactions.

Buyer is an entity owned by PC and Mitsui. Concurrently with the execution of the Merger Agreement, the Investor Group Members and certain of their affiliates, who collectively own approximately 72.6% of the outstanding shares of our common stock, entered into voting and support agreements with us and Buyer (the Support Agreements ) pursuant to which they agreed, among other things, to vote their shares in favor of the adoption of the Merger Agreement and the approval of the Merger and against any competing acquisition proposal (subject, in the case of PC and its affiliates, to certain limitations), and not to transfer their shares prior to the termination of the Support Agreements, subject to certain exceptions. In addition, the Merger Agreement restricts our ability to solicit competing acquisition proposals, subject to certain exceptions, and requires us to pay Buyer a termination fee of $383.0 million under specified circumstances. These factors could discourage a third party from making an alternative proposal, including a proposal that might be more favorable to the Unaffiliated Company Stockholders, or could cause a third party to propose a lower price than it might otherwise propose. If the Proposed Transaction is not completed, PC and Mitsui will continue to own a majority of our common stock and to have significant influence over us.

While the Merger Agreement is in effect, we are subject to restrictions on our business activities.

While the Merger Agreement is in effect, we are generally required to conduct our business in the ordinary course consistent with past practice, and are restricted from taking certain actions without Buyer's prior consent. These limitations include, among other things, restrictions on our ability to amend our organizational documents, acquire other businesses and assets, dispose of our material assets, make investments, repurchase, reclassify or issue securities, including repurchases of our common stock, pay dividends (subject to certain exceptions, including with respect to our regular quarterly dividend), incur indebtedness, make capital expenditures, enter into, amend or terminate certain contracts, change accounting policies or procedures, settle certain litigation, or make or change tax elections or tax accounting methods. These restrictions, although subject to certain exceptions, could prevent us from pursuing strategic business opportunities and taking extraordinary actions with respect to our business during this period. We may find that these and other obligations in the Merger Agreement may delay or prevent us from responding, or limit our ability to respond, effectively to competitive pressures, industry developments and future business opportunities that may arise during such period, even if our management and Board think such responses may be advisable. Such limitations could adversely affect our business, operating results and our stock price and our perceived acquisition value, regardless of whether the Proposed Transaction is completed.

We will incur direct and indirect costs as a result of the Proposed Transaction, which may be more expensive to complete than anticipated.

We have incurred, and will continue to incur, substantial costs, expenses and fees for professional services and other transaction costs in connection with the Proposed Transaction, whether or not the Proposed Transaction is completed. The Proposed Transaction may be more expensive to complete than anticipated as a result of unexpected factors or events, including, but not limited to, delays in consents or approvals or transaction litigation.

We expect to incur substantial indebtedness to finance a portion of the aggregate Merger Consideration, and the financing for the Proposed Transaction may not be available.

Buyer expects to fund the aggregate Merger Consideration and related fees and expenses through the Equity Financing (as defined in the Merger Agreement) of up to $2.2 billion from PC and Mitsui pursuant to equity commitment letters, and debt financing of up to $1.8 billion pursuant to a debt commitment letter from JPMorgan, Bank of America and Wells Fargo, subject to customary conditions set forth therein, with borrowings under such debt commitment letter reduced by up to $1.8 billion of additional senior subordinated notes to be issued by Buyer and/or up to $1.1 billion of additional borrowings under our U.S. Credit Agreement. The Amendment provides us with a one-time option to increase the aggregate revolving commitment under our U.S. Credit Agreement from $1.5 billion to up to $2.4 billion, including up to $400.0 million of uncollateralized borrowings in excess of a defined borrowing base, and permits us to incur up to $1.8 billion of additional indebtedness to finance the Proposed Transaction in the form of a senior unsecured 364-day bridge facility and/or new senior subordinated notes. The increase in the revolving commitment is subject to conditions, including the funding of not less than $2.2 billion of Equity Financing, and will expire if it has not become effective on or before the fifth business day after the Outside Date (as defined in the Merger Agreement). Although the Merger Agreement does not contain a financing condition, if the committed debt financing or the Equity Financing is not available on the anticipated terms or at all, the Proposed Transaction may be delayed or may not be completed.

Litigation related to the Proposed Transaction could prevent or delay completion of the Proposed Transaction or otherwise negatively affect our business and operations.

Lawsuits may be filed against us, our Board, the other parties to the Merger Agreement, or others, in connection with the transactions contemplated by the Merger Agreement, that could delay or prevent the completion of the Proposed Transaction and otherwise adversely affect our business, results of operations and financial condition. The outcome of litigation is uncertain, and we may not be successful in defending against such future lawsuits. These lawsuits could result in significant costs to us, including any costs associated with the indemnification of directors and officers.

Exhibits 8 changes

2.1* Agreement and Plan of Merger, dated October 15, 2026, by and between Penske Automotive Group, Inc. and Motown Acquisition Corp. (incorporated by reference from Exhibit 2.1 to the Form 8-K filed October 15, 2026)

4.1* Limited Consent and Thirteenth Amendment to the Fifth Amended and Restated Credit Agreement dated October 15, 2026, among Penske Automotive Group, Inc., 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. (incorporated by reference from Exhibit 4.1 to the Form 8-K filed October 15, 2026)

10.1* Voting and Support Agreement, dated October 15, 2026, by and among Penske Automotive Group, Inc., Motown Acquisition Corp., Mitsui & Co., Ltd. and Mitsui & Co. (U.S.A.), Inc. (incorporated by reference from Exhibit 10.1 to the Form 8-K filed October 15, 2026)

10.2* Voting and Support Agreement, dated October 15, 2026, by and among Penske Automotive Group, Inc., Motown Acquisition Corp., Penske Corporation, Penske Automotive Holdings Corp., Roger S. Penske and Roger S. Penske Trust. (incorporated by reference from Exhibit 10.2 to the Form 8-K filed October 15, 2026)

10.3 Form of Indemnification Agreement. (incorporated by reference from Exhibit 10.3 to the Form 8-K filed October 15, 2026)

11 unchanged paragraphs

* Schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company hereby agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request.

3 unchanged paragraphs

Date: October 29, 2026

2 unchanged paragraphs

Date: October 29, 2026

1 unchanged paragraph

Unchanged: Legal proceedings

Only in the earlier filing: Unregistered sales of stock

Compared by code from the two filings' text and XBRL. Not advice.

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What changed

Cover page 2 changes

Financial statements 279 changes

Other information 106 changes

MD&A 457 changes

Forward-looking statements 8 changes

Market risk 3 changes

Controls and procedures 1 change

Risk factors 27 changes

Exhibits 8 changes

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