$PAG · PENSKE AUTOMOTIVE GROUP, INC.

Penske Automotive Group entered into a definitive merger agreement on October 15, 2026, under which an entity owned by Penske Corporation and Mitsui & Co. will acquire all outstanding shares not already held by the Investor Group for $212.00 per share in cash. The Investor Group already controls approximately 72.6% of outstanding shares via Support Agreements. A Special Committee of independent directors, advised by Moelis & Company, unanimously recommended the deal. Total financing includes up to $2.2 billion in equity and up to $1.8 billion in debt from JPMorgan, Bank of America, and Wells

Extended-hours trading shows PAG at $211.41, +8.53% vs the regular-session close of $194.79, converging toward the $212.00 deal price. The tight spread to the offer suggests high confidence in deal completion.

A $212/share all-cash take-private at a ~$12.8B market cap, with controlling shareholders already committed, makes this one of the largest auto-retail going-private transactions.

This take-private follows a pattern of large auto retailers consolidating or going private, with the Penske family and Mitsui consolidating control of a $12.79B market-cap dealership giant.

The deal requires HSR antitrust clearance and other regulatory approvals. A "go-shop" provision allows the Special Committee to consider superior proposals, and a $383.0 million termination fee could deter competing bidders. The majority-of-disinterested-stockholder vote condition adds a procedural,