11-K 1 a202411-k.htm 11-K Document
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 11-K
 Annual report pursuant to Section 15(d) of the Securities and Exchange
Act of 1934 for the fiscal year ended December 31, 2024
Transition report pursuant to Section 15(d) of the Securities
Exchange Act of 1934 for the transition period from ___ to ___
Commission file number: 001-12297
A. Full title of the plan and the address of the plan, if different from
that of the issuer named below:
Penske Automotive Group 401(k) Savings and Retirement Plan
B. Name of the issuer of the securities held pursuant to the plan and the
address of its principal executive office:
Penske Automotive Group, Inc.
2555 Telegraph Road
Bloomfield Hills, MI 48302-0954
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Penske Automotive Group 401(k) Savings and Retirement Plan
Table of Contents
 
Page
 
Financial Statements and Supplemental Schedules
Supplemental Schedules*
*All other schedules required by Section 2520 103-10 of the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974 have been omitted because they are not applicable. 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Plan Participants and Plan Administrator of
Penske Automotive Group 401(k) Savings and Retirement Plan

Opinion on the Financial Statements

We have audited the accompanying statements of net assets available for benefits of Penske Automotive Group 401(k) Savings and Retirement Plan (the "Plan") as of December 31, 2024 and 2023, the related statement of changes in net assets available for benefits for the year ended December 31, 2024, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2024 and 2023, and the changes in net assets available for benefits for the year ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

Basis of Opinion

The financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on the Plan's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Plan in accordance with the U.S. federal securities law and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Report on Supplemental Schedules

The supplemental schedule of assets (held at end of year) as of December 31, 2024, and the schedule of delinquent participant contributions for the year ended December 31, 2024, have been subjected to audit procedures performed in conjunction with the audit of the Plan's financial statements. The supplemental schedules are the responsibility of the Plan's management. Our audit procedures included determining whether the supplemental schedules reconcile to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental schedules. In forming our opinion on the supplemental schedules, we evaluated whether the supplemental schedules, including their form and content, are presented in compliance with the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. In our opinion, such schedules are fairly stated, in all material respects, in relation to the financial statements as a whole.

/s/ Deloitte & Touche LLP

Detroit, Michigan

June 18, 2025

We have served as the auditor of the Plan since 1999.
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Penske Automotive Group 401(k) Savings and Retirement Plan

Statements of Net Assets Available for Benefits

December 31, 2024 and 2023

December 31,
20242023
Assets:
Investments at fair value$1,034,965,862 $910,927,123 
Receivables:
Participant contributions6,273,231 2,972,837 
Employer match contributions5,819,981 4,687,245 
Due from broker71,698 — 
Notes receivable from participants26,617,561 22,215,943 
Total receivables38,782,471 29,876,025 
Total assets1,073,748,333 940,803,148 
Liabilities:
Participant refunds payable39,443 34,316 
Total liabilities39,443 34,316 
Net assets available for benefits$1,073,708,890 $940,768,832 



See accompanying notes to the financial statements.
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Penske Automotive Group 401(k) Savings and Retirement Plan

Statement of Changes in Net Assets Available for Benefits

Year Ended December 31, 2024

Investment income:
Net appreciation in fair value of investments$101,142,856 
Interest and dividends5,999,894 
Net investment gain107,142,750 
 
Contributions: 
Participant contributions 69,740,154 
Employer match contributions23,795,307 
Participant rollover contributions19,266,125 
Total contributions 112,801,586 
 
Distributions to participants (87,277,411)
Administration fees (656,983)
Increase in net assets before plan transfers132,009,942 
Transfers to plan930,116 
Increase in net assets132,940,058 
 
Net assets available for benefits, beginning of year 940,768,832 
Net assets available for benefits, end of year $1,073,708,890 



See accompanying notes to the financial statements.
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Penske Automotive Group 401(k) Savings and Retirement Plan
Notes to Financial Statements
1. Description of the Plan
(a) General
The following description of the Penske Automotive Group 401(k) Savings and Retirement Plan, as amended through December 31, 2024, (the “Plan”), is provided for general information purposes only. Participants should refer to the Plan document for a more complete description of the Plan.
The Plan is a defined contribution savings plan (401(k) plan) covering all eligible employees of Penske Automotive Group, Inc. (the “Company” or “Plan Sponsor”) and its subsidiaries, including eligible employees of Premier Truck Group (“PTG”), in the United States who elect to participate in the Plan. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”). The 401(k) Savings and Retirement Plan Committee (the “Committee”) is the designated administrator of the Plan and has responsibility for reviewing the performance of the Plan’s investments. Certain asset-based fees are paid by the Plan participants. Principal Financial Group ("Principal") serves as the trustee and recordkeeper of the Plan. Participants with balances from plans merged into the Plan due to acquisitions by the Plan Sponsor may retain certain rights of such merged plans.
(b) Legislation
The SECURE 2.0 Act of 2022 (“SECURE 2.0”), signed into law on December 29, 2022, makes significant changes to existing law for retirement plans by building upon provisions in the SECURE Act of 2019. SECURE 2.0 introduces new requirements and considerations for plan sponsors that are intended to expand coverage, increase savings, preserve income, and simplify plan rules and administrative procedures. Each of the provisions in SECURE 2.0 has its own effective date ranging from the date of enactment to 2028 and beyond, with the bulk of the provisions taking effect in 2023 and 2024. The Plan is required to be amended in regard to the requirements of SECURE 2.0 by December 31, 2025.
(c) Eligibility
Full-time employees in the United States, and part-time or temporary employees in the United States who are scheduled to complete 1,000 hours of service in a twelve consecutive month period beginning with their date of hire, are eligible to participate in the Plan on the first day of the calendar month following the date they have completed sixty days of service.
(d) Participant Accounts
Individual accounts are maintained by the Recordkeeper for each of the Plan’s participants. Such accounts include the participant’s contributions and related Employer Match Contributions (as defined below), as adjusted by the net investment return on the participant’s holdings. Participant accounts are also charged with recordkeeping administrative fees.
(e) Contributions
Under the provisions of the Plan, new employees are automatically enrolled in the Plan at a deferral rate of 2% of eligible employee compensation. Participants may elect to defer, through payroll deductions, a portion of their compensation to the Plan in an amount generally from 1% to 75% of gross earnings. Participants may adjust their deferral percentage at any time. Highly compensated employees (“HCEs”) are limited to deferring up to 10% of gross earnings. The Plan provides for both pre-tax contributions and after-tax (Roth) contributions. Such contributions may not exceed Internal Revenue Code (“IRC”) 402(g) limitations ($23,000 in 2024). The Plan also permits participants who are 50 or older to make additional contributions (up to $7,500 in 2024). A participant’s elective contributions and any related Employer Match Contributions are invested at the direction of the participant. If a participant does not make such an electio
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n, he or she is deemed to have elected to invest in an age-appropriate target retirement fund (“Default Investment”).
In addition to any pre-tax or Roth contributions, the Plan allows participants to make voluntary after-tax contributions and in-plan Roth conversions, allowing participants to convert voluntary after-tax contributions and earnings to a Roth account. Participants may contribute up to 100% of eligible pay, and the Plan was amended on March 15, 2024, to increase the percentage HCEs may contribute from 6% to 9% of eligible pay. These voluntary after-tax contributions can be withdrawn any time prior to an in-plan Roth conversion with up to two withdrawals allowed in a 12-month period.
The Plan Sponsor funds discretionary matching contributions at a level of 62.5% of the first 4% of eligible salary deferrals for most participants and at a level of 50% of the first 6% of eligible salary deferrals for participants of PTG (“Employer Match Contributions”). Eligible salary deferrals used to determine discretionary matching contributions may not exceed IRC 401(a)(17) limitations ($345,000 in 2024). Employer Match Contributions are invested based on participant investment elections or in the Default Investment if the participant did not make an election.
Rollover contributions by employees hired as a result of acquisitions during 2024 totaled $13,091,178.
During January 2024, Penske Automotive Group acquired all of the issued and outstanding capital stock of an organization operating one Ford and one Chrysler/Jeep/Dodge/Ram dealership in the U.S. This organization sponsored its own 401(k) savings and retirement plan, and on June 4, 2024, net assets totaling $930,116 were transferred into the Penske Automotive Group 401(k) Savings and Retirement Plan.
(f) Notes Receivable from Participants
Participants may take loans from their accounts from a minimum of $1,000 up to the lesser of a defined amount or $50,000. Loan terms range from one to five years, or up to ten years for the purchase of a primary residence. The loans are collateralized by the balance in the participant’s account and bear interest at a rate commensurate with prevailing rates. Principal and interest are paid ratably through payroll deductions. Repayment of the entire balance is permitted at any time. Participants are limited to having only one loan outstanding at any point in time, and participants are restricted to initiating only one loan in any consecutive twelve-month period.
(g) Vesting
Employee contributions to the Plan vest immediately. Employer Match Contributions vest upon the attainment by the participant of three years of credited service.
(h) Investments
As of December 31, 2024, participant investment options consisted primarily of common collective trust funds, employer securities, mutual funds, and a self-directed brokerage account. Participants are generally permitted to change investment options daily. Transfers and contributions into the self-directed brokerage account are limited to 50% of a participant’s total investments. Investments within the self-directed brokerage account are restricted to taxable mutual funds, taxable fixed-income securities, and equities listed on regulated U.S. securities exchanges.

(i) Payment of Benefits
Upon retirement, death, disability, termination of employment, or attainment of age 59 1/2, the participant or beneficiary may elect to receive a benefit payment in the form of a lump sum distribution. Participants may also make a hardship withdrawal in certain cases of financial need as established by Internal Revenue Service (“IRS”) regulations.
(j) Forfeited Accounts
As of December 31, 2024 and 2023, forfeited non-vested assets totaled $57,017 and $159,491, respectively, representing balances remaining after applying forfeitures to Employer Match Contributions. During 2024, approximately $1,343,479 of matching contributions were paid by the Plan Sponsor using forfeited amounts.
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2. Significant Accounting Policies
(a) Basis of Accounting
The accompanying financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).
(b) Investment Valuation and Income Recognition
The Plan’s investments in Company common stock, mutual funds, and the self-directed brokerage account are stated at fair value as determined by quoted market prices. The Plan’s investments in common collective trust funds are stated using the net asset value of the investment as a practical expedient as determined by the issuer of the funds and based on the fair value of the underlying investments held by the funds, discussed further below. The Plan’s investment in the Galliard Stable Return Fund (the “Fund”) is a common collective trust fund stated at net asset value and is valued based on the underlying investments in the Fund. The Fund holds synthetic and other fully benefit-responsive guaranteed investment contracts.
The Plan’s investments in common collective trust funds are divided into units of participation, as determined daily by the Trustee. The daily value of each unit of participation, or net asset value, is determined by dividing the total fair market value of all assets in the fund by the total number of fund units. Under the provisions of the Plan, interest and dividend income and net appreciation or depreciation of the fair value of each investment option are allocated to each Participant’s account based on the change in unit value. There are no restrictions on redemptions or unfunded commitments as of December 31, 2024 and 2023.
Purchases and sales of investments are recorded on a trade date basis. Dividends are recorded on the ex-dividend date.
(c) Contributions Receivable
Employee contributions and employer matching contributions that are earned during the Plan year but not yet paid until after the Plan year ended are accrued and recorded as contributions receivable on the statements of net assets available for benefits. Net appreciation includes the Plan’s gains and losses on investments bought and sold as well as held during the year.
(d) Notes Receivable from Participants
Notes receivable from participants are measured at their unpaid principal balance plus any accrued but unpaid interest.
(e) Payment of Benefits
Benefit payments are recorded upon distribution. Amounts allocated to accounts of persons who had elected to withdraw from the Plan, but had not yet been paid, were $98,727 and $91,123 as of December 31, 2024, and 2023, respectively.
(f) Excess Contributions
Amounts payable to participants for contributions in excess of amounts allowed by the IRS are recorded as a liability with a corresponding increase in distributions. Excess contributions are distributed to the applicable participants in the subsequent plan year. During 2024 and 2023, certain HCEs deferred a portion of their compensation in excess of the Plan limit, and a participant refund payable of $39,443 and $34,316 at December 31, 2024 and 2023, respectively, has been recorded relating to excess contributions.
(g) Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, additions, deductions, and the disclosure of contingent assets and liabilities in the accompanying financial statements. Actual results could differ from those estimates.
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(h) Risks and Uncertainties
The Plan provides for various investment options. The underlying investment securities are exposed to various risks, such as interest rate risk, market risk (including the impact of macro-economic and geo-political conditions and events), and credit risk. Due to the level of risk associated with certain investment securities and the level of uncertainty related to changes in the value of investment securities, it is at least reasonably possible that changes in risk factors in the near term could materially affect participants’ account balances and the amounts reported in the statements of net assets available for benefits and the statement of changes in net assets available for benefits.
3. Fair Value Measurements
The Financial Accounting Standards Board has established a single authoritative definition of fair value and has established the following three-tier hierarchy that requires an entity to maximize the use of observable inputs when measuring fair value:
Level 1: Inputs are unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date.
Level 2: Inputs are observable inputs other than quoted (Level 1) prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.
The availability of observable market data is monitored by the Plan’s management to assess the appropriate classification of financial instruments within the fair value hierarchy. Changes in economic conditions or model-based valuation techniques may require the transfer of financial instruments from one fair value level to another.
Categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Below is a summary of assets measured at fair value on a recurring basis and assets measured at net asset value:
Fair Value Measurement
Total Investments    December 31, 2024    Level 1    Level 2    Level 3
Common Collective Trust Funds (1)$845,820,377 $— $— $— 
Employer Securities63,740,012 63,740,012 — — 
Mutual Funds123,628,937 123,628,937 — — 
Self-Directed Brokerage Account1,776,536 1,776,536 — — 
Total$1,034,965,862 $189,145,485 $— $— 
Fair Value Measurement
Total Investments    December 31, 2023    Level 1    Level 2    Level 3
Common Collective Trust Funds (1)$721,175,065 $— $— $— 
Employer Securities72,138,172 72,138,172 — — 
Mutual Funds117,613,886 117,613,886 — — 
Total$910,927,123 $189,752,058 $— $— 
(1)The fair value of each common collective trust fund has been estimated using the net asset value of the investment as a practical expedient.
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4. Exempt Party-in-Interest Transactions
As of December 31, 2024 and 2023, the Plan held 418,132 and 449,431 shares, respectively, of Penske Automotive Group, Inc. Common Stock with a cost basis of $34,821,614 and $33,830,051, respectively. The fair value of Penske Automotive Group, Inc. Common Stock held by the Plan was $63,740,012 and $72,138,172 at December 31, 2024 and 2023, respectively. The Plan issues loans to participants, which are secured by the vested balances in the participants' accounts. During 2024, the Plan also had revenue-sharing arrangements whereby, for selected investment options, the fund managers returned a portion of the investment fees to the plan participants. Revenue-sharing activity of these funds was not significant.
5. Plan Termination
Although it has not expressed any intention to do so, the Company retains the right, if necessary, to terminate the Plan. Any such termination of the Plan would be subject to the provisions of ERISA. In the event of plan termination, participants would become 100% vested in their account balances.
6. Federal Income Tax Status
The Plan uses a prototype plan document sponsored by Principal. Principal received an opinion letter from the IRS, dated June 30, 2020, which states that the prototype document satisfies the applicable provisions of the IRC. The Plan itself has not received a determination letter from the IRS since adopting the amended prototype plan document effective July 1, 2022. The Plan’s management believes that the Plan is currently designed and being operated in compliance with the applicable requirements of the IRC. Therefore, no provision for income tax has been included in the Plan’s financial statements.
7. Nonexempt Party-in-Interest Transactions
During the year ended December 31, 2024, the Company failed to remit $22,837 of certain participant contributions to the trustee in a timely manner as required by Department of Labor (“DOL”) Regulation 2510.3-102. The Company will file Form 5330 with the IRS and pay the required excise tax on the transaction. Participant accounts have been credited with the amount of investment income that would have been earned had the participant contributions been remitted on a timely basis as required by the DOL guidelines.
During the year ended December 31, 2023, the Company failed to remit $3,418 of certain participant contributions to the trustee in a timely manner as required by Department of Labor (“DOL”) Regulation 2510.3-102. Of this amount, $1,672 was corrected during the 2024 plan year. In 2024, the Company filed Form 5330 with the IRS and paid the required excise tax on the transaction. Participant accounts were credited with the amount of investment income that would have been earned had the participant contributions been remitted on a timely basis as required by the DOL guidelines.
8. Reconciliation of Financial Statements to Form 5500
The following is a reconciliation of net assets available for benefits per the financial statements as of December 31, 2024 and 2023 to the Form 5500:
20242023
Net assets available for benefits per the financial statements 
$1,073,708,890 $940,768,832 
Less:
Participant contributions receivable 
6,273,231 2,972,837 
Employer match contributions receivable 
5,819,981 4,687,245 
Plus:
Participant refunds payable 
39,443 34,316 
Net assets available for benefits per the Form 5500 
$1,061,655,121 $933,143,066 
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The following is a reconciliation of total contributions per the financial statements for the year ended December 31, 2024, to the Form 5500:
Total contributions per the financial statements$112,801,586 
Add: 
Participant contributions receivable - December 31, 2023
2,972,837 
Employer match contributions receivable - December 31, 2023
4,687,245 
Less: 
Participant contributions receivable - December 31, 2024
6,273,231 
Employer match contributions receivable - December 31, 2024
5,819,981 
Total contributions per the Form 5500 $108,368,456 
The following is a reconciliation of total distributions per the financial statements for the year ended December 31, 2024, to the Form 5500:
Total distributions per the financial statements $87,277,411 
Add: 
Participant refunds payable - December 31, 2023
34,316 
Less: 
Participant refunds payable - December 31, 2024
39,443 
Total distributions per the Form 5500 $87,272,284 
* * *
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Penske Automotive Group 401(k) Savings and Retirement Plan
Form 5500, Schedule H, Part IV, Line 4i - Schedule of Assets (Held at End of Year)
As of December 31, 2024
Name of Plan Sponsor: Penske Automotive Group, Inc.
Employer Identification Number: 22-3086739
Plan number: 005
Description of Investment Including Maturity Date, Rate of Interest,
Collateral, Par, or Maturity Value**		Current Value
COMMON COLLECTIVE TRUST FUNDS
GALLIARD STABLE RETURN FUND$91,702,549 
NORTHERN TRUST S&P 500 INDEX LENDING FUND194,874,392 
SSGA TARGET RETIREMENT 2065 LENDING FUND12,551,298 
SSGA TARGET RETIREMENT 2060 LENDING FUND25,157,434 
SSGA TARGET RETIREMENT 2055 LENDING FUND48,371,736 
SSGA TARGET RETIREMENT 2050 LENDING FUND67,591,036 
SSGA TARGET RETIREMENT 2045 LENDING FUND75,123,510 
SSGA TARGET RETIREMENT 2040 LENDING FUND70,349,310 
SSGA TARGET RETIREMENT 2035 LENDING FUND76,495,305 
SSGA TARGET RETIREMENT 2030 LENDING FUND68,188,963 
SSGA TARGET RETIREMENT 2025 LENDING FUND47,250,862 
SSGA TARGET RETIREMENT 2020 LENDING FUND19,769,105 
SSGA TARGET RETIREMENT INCOME LENDING FUND8,113,617 
SSGA U.S. BOND INDEX LENDING SERIES FUND12,679,584 
SSGA GLOBAL CAP EQUITY EX-US LENDING FUND14,666,981 
PIMCO TOTAL RETURN COLLECTION TRUST FUND12,934,695 
TOTAL COMMON COLLECTIVE TRUST FUNDS845,820,377 
EMPLOYER SECURITIES
*PENSKE AUTOMOTIVE GROUP, INC. COMMON STOCK63,740,012 
MUTUAL FUNDS
DODGE & COX INTERNATIONAL STOCK FUND21,633,175 
COHEN & STEERS REAL ESTATE SECURITIES FUND916,129 
FULLER & THALER BEHAVIORAL SMALL-CAP EQUITY FUND4,696,190 
VANGUARD SMALL-CAP INDEX FUND3,885,830 
VANGUARD MID-CAP INDEX FUND30,969,659 
VANGUARD STRATEGIC EQUITY FUND61,527,954 
TOTAL MUTUAL FUNDS123,628,937 
BROKERAGE ACCOUNT
SELF-DIRECTED BROKERAGE ACCOUNT1,776,536 
*PARTICIPANT LOANS (MATURING 2024 TO 2043 AT INTEREST RATES OF 4.25% - 10.50%)26,617,561 
TOTAL$1,061,583,423 
* Represents a party-in-interest to the plan
** Cost information is not required for participant-directed investments and therefore is not included
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Penske Automotive Group 401(k) Savings and Retirement Plan
Form 5500, Schedule H, Part IV, Line 4a - Schedule of Delinquent Participant Contributions
For the Year Ended December 31, 2024
Name of Plan Sponsor: Penske Automotive Group, Inc.
Employer Identification Number: 22-3086739
Plan number: 005
Participant Contributions Transferred Late to Plan
Total that Constitutes Nonexempt Prohibited Transactions
Plan Year
Check here if Late Participant
Loan Repayments are included:
Contributions Not Corrected (1)
Contributions Corrected Outside VFCP
Contributions Pending Correction in VFCP
Total Fully Corrected Under VFCP and PTE 2002-51
2023
(ü)
$— $1,672 $— $— 
2024
(ü)
$22,107 $730 $— $— 
(1) 2024 plan year participant contributions were corrected during the 2025 plan year.
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EXHIBIT INDEX



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Signature
Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.


Penske Automotive Group 401(k) Savings and
Retirement Plan
 
By:
/s/ Anthony Pordon





Anthony Pordon
Date: June 18, 2025



 
Chair, 401(k) Savings and Retirement Plan Committee


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