Quarterly Revenue Increases 5% to $8.4 Billion

Income Before Taxes of $302 Million; Net Income of $221 Million; Earnings Per Share of $3.36

BLOOMFIELD HILLS, Mich., Oct. 28, 2026 /PRNewswire/ -- Penske Automotive Group, Inc. (NYSE: PAG), a diversified international transportation services company and one of the world's premier automotive and commercial truck retailers, today announced financial results for the third quarter of 2026.

Proposed Take Private Transaction

As previously announced on October 15, 2026, the Company entered into a merger agreement (the "Merger Agreement") to be taken private by Motown Acquisition Corp. ("Buyer"), an entity owned by Penske Corporation ("Penske") and Mitsui & Co., Ltd. ("Mitsui") (the "Proposed Transaction"). Under the terms of the Merger Agreement, holders of Penske Automotive Group common stock, other than Penske Corporation, Mitsui and the other members of the investor group, will receive $212.00 per share in cash, valuing the Company at an enterprise value of approximately $16.3 billion. If consummated, upon completion of the Proposed Transaction, the Company will become a privately held company, with approximately 64% of the Company's ownership to be held by Penske and 36% to be held by Mitsui. The Proposed Transaction is expected to close in the first quarter of 2027, subject to the satisfaction or waiver of closing conditions.

In light of the Proposed Transaction, the Company will not host an earnings conference call in connection with its quarterly results. For further detail concerning the Proposed Transaction, please refer to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on October 15, 2026. 

Third Quarter and Nine Month Results

For the quarter, revenue increased 5% to $8.4 billion when compared to $8.1 billion for the same period in 2025. Earnings before taxes was $302.0 million, net income attributable to common stockholders was $220.8 million, and related earnings per share was $3.36, in each case including $6.3 million of costs ($4.6 million after tax, or $0.07 per share) associated with the Proposed Transaction. These GAAP results include the full quarterly results of Penske Motor Group in both periods, which are required by GAAP for common control transactions (see Non-GAAP reconciliations below). Foreign currency exchange negatively impacted revenue by $2.3 million, positively impacted net income attributable to common stockholders by $0.7 million, and positively impacted earnings per share by $0.01.

For the nine months ended September 30, 2026, revenue was $24.8 billion, net income attributable to common stockholders was $715.7 million, and related earnings per share was $10.89, in each case including the Proposed Transaction costs noted above. For the same period in 2025, the Company generated $24.0 billion in revenue, net income attributable to common stockholders was $749.1 million, and related earnings per share was $11.30. These GAAP results include a gain on the sale of dealerships, certain disposals and other charges, as well as the full results of Penske Motor Group in both periods, which are required by GAAP for common control transactions (see Non-GAAP reconciliations below). Foreign currency exchange positively impacted revenue by $272.4 million, net income attributable to common stockholders by $5.7 million, and earnings per share by $0.09.

Retail Automotive Dealerships

For the three months ended September 30, 2026, total new units delivered decreased 2% and used units delivered increased 2%. Total retail automotive revenue increased 1% to $7.0 billion and increased 2% on a same-store basis. On a sequential basis when compared to the second quarter of 2026, new vehicle gross profit per unit decreased $258 and used vehicle gross profit per unit decreased $149. When compared to the prior year period, same-store retail automotive service and parts revenue and gross profit both increased 3%.

For the nine months ended September 30, 2026, total new units delivered decreased 1% and used units delivered increased 2%. Total retail automotive revenue increased 3% to $21.3 billion and increased 3% on a same-store basis. When compared to the prior year period, same-store retail automotive service and parts revenue increased 3% and gross profit increased 4%.

Retail Commercial Truck Dealerships

For the three months ended September 30, 2026, the Company's retail commercial truck dealerships retailed 6,779 new and used units and generated $1.1 billion in revenue and $59.6 million in income before taxes. This compares to 5,108 new and used units, $918.6 million of revenue, and $41.5 million in income before taxes during the same period in the prior year. For the nine months ended September 30, 2026, the Company's retail commercial truck dealerships retailed 15,793 new and used units and generated $2.7 billion in revenue and $143.1 million in income before taxes. This compares to 15,161 new and used units, $2.7 billion in revenue, and $140.8 million in income before taxes during the same period in the prior year.

Penske Transportation Solutions Investment

Penske Transportation Solutions ("PTS") is a leading provider of full-service truck leasing, truck rental, contract maintenance, and logistics services. PTS operates a managed fleet with over 373,600 trucks, tractors, and trailers under lease, rental and/or maintenance contracts. Penske Automotive Group has a 28.9% ownership interest in PTS and accounts for its ownership interest using the equity method of accounting. For the three and nine months ended September 30, 2026, the Company recorded earnings with respect to the investment of $68.5 million and $167.0 million, respectively.

Corporate Development, Capital Allocation, Liquidity, and Leverage

During the nine months ended September 30, 2026, the Company repurchased 265,104 shares of common stock for approximately $42.5 million. As of September 30, 2026, $221.2 million remained outstanding and available for repurchases under our securities repurchase program. The Merger Agreement restricts the Company's ability to repurchase its common stock, and the Company therefore does not expect further repurchases of shares under this authority during the pendency of the Proposed Transaction. As of September 30, 2026, the Company had approximately $1.6 billion in liquidity, including $68 million in cash and $1.5 billion of availability under its U.S. and international credit agreements and revolving mortgage facilities. The Company's leverage ratio at September 30, 2026 was 1.6x. During October 2026, the Board of Directors approved an increase in the quarterly dividend of 1.4%, or $0.02 per share, to $1.46 per share, bringing the annualized dividend to $5.84 per share. The dividend is payable December 1, 2026, to shareholders of record as of November 13, 2026.

About Penske Automotive

Penske Automotive Group, Inc. (NYSE: PAG), headquartered in Bloomfield Hills, Michigan, is a diversified international transportation services company and one of the world's premier automotive and commercial truck retailers. PAG operates dealerships in the United States, the United Kingdom, Canada, Germany, Italy, Japan, and Australia and is one of the largest retailers of commercial trucks in North America for Freightliner. PAG also distributes and retails commercial vehicles, diesel and gas engines, power systems, and related parts and services principally in Australia and New Zealand. PAG employs approximately 28,900 people worldwide. Additionally, PAG owns 28.9% of Penske Transportation Solutions ("PTS"), 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 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. PAG is a member of the S&P Mid Cap 400, Fortune 500, Russell 1000, and Russell 3000 indexes. For additional information, visit the Company's website at www.penskeautomotive.com.

Non-GAAP Financial Measures

This release contains certain non-GAAP financial measures as defined under SEC rules, such as adjusted revenue, adjusted gross profit, adjusted net income, adjusted earnings per share, adjusted income before taxes, earnings before interest, taxes, depreciation, and amortization ("EBITDA"), adjusted EBITDA, adjusted selling, general, and administrative expenses, and leverage ratio. The Company has reconciled these measures to the most directly comparable GAAP measures in the release. The Company believes that these widely accepted financial measures of operating profitability improve the transparency of the Company's disclosures and provide a meaningful presentation of the Company's results from its core business operations excluding the impact of items not related to the Company's ongoing core business operations and improve the period-to-period comparability of the Company's results from its core business operations. These non-GAAP financial measures are not substitutes for GAAP financial results and should only be considered in conjunction with the Company's financial information that is presented in accordance with GAAP.

Cautionary Statement Regarding Forward-Looking Statements

This communication may include statements that are not statements of historical fact, or "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, including with respect to the Company's financial performance, expectations, acquisition activity, future plans and future revenues, and with respect to the Proposed Transaction.