Penske Automotive Group, Inc.
20.30%
13,322,205
1019849
Jul 21, 2026
Jul 22, 2026, 08:00 AM
Reporting Persons (2)
This is a joint filing. The reported shares may overlap between reporting persons and should not be summed.
| Name | Type | % of Class | Aggregate | Sole Voting | Shared Voting |
|---|---|---|---|---|---|
| Mitsui & Co., Ltd. | CO | 20.30% | 13,322,205 | 0 | 13,322,205 |
| Mitsui & Co. (U.S.A.), Inc. | CO | 20.30% | 13,322,205 | 0 | 13,322,205 |
Disclosure Items (7)
Common Stock (Par Value $0.0001 Per Share)
Penske Automotive Group, Inc.
2555 Telegraph Road, Bloomfield Hills, MI, 48302
Item 2 of the Statement is hereby amended and supplemented as follows: Information with respect to the directors and executive officers of the Reporting Persons set forth in Annex A to the Statement is hereby amended and restated in its entirety as set forth in Annex A to this Amendment No. 14, which is attached hereto as Exhibit 33 and incorporated herein by reference.
Item 3 of the Statement is hereby amended and supplemented as follows: To finance the transaction contemplated by the Proposal (as defined below), Penske Corporation, acting on behalf of itself and its wholly owned subsidiary Penske Automotive Holdings Corp., and the Reporting Persons (collectively with the Penske Corporation, the "PC-Mitsui Investors") expect to contribute new equity as well as obtain debt financing from one or more third parties. Any third-party financing for the transactions contemplated by the Proposal remains subject to negotiation of definitive agreements on terms acceptable to the PC-Mitsui Investors.
Item 5 of the Statement is hereby amended and supplemented as follows: The Reporting Persons beneficially own, within the meaning of Rule 13d-3 under the Exchange Act, an aggregate of 13,322,205 shares of Common Stock. The Common Stock owned by the Reporting Persons constitutes approximately 20.3% of the Common Stock issued and outstanding, computed on the basis of 65,749,255 shares of Common Stock issued and outstanding as of April 16, 2026, as set forth in the Issuer's quarterly report on Form 10-Q, filed with the SEC on April 30, 2026. To the Reporting Persons' knowledge, other persons named in Item 2 do not beneficially own, within the meaning of Rule 13d-3 under the Exchange Act, any Common Stock. To the extent that the parties to the Stockholders Agreement may be deemed to constitute a "group" within the meaning of Section 13(d) of the Exchange Act, and the Reporting Persons may be deemed to share beneficial ownership of the shares of Common Stock owned by the other stockholder parties to the Stockholders Agreement, the Reporting Persons expressly disclaim beneficial ownership of any shares of Common Stock held by such other parties.
Mitsui Japan and Mitsui USA have the shared power to vote (or to direct the vote) and to dispose (or direct the disposition) of 13,322,205 shares of Common Stock.
No transactions in the Common Stock were effected during the past sixty days by the Reporting Persons.
None.
Not applicable.
Item 6 of the Statement is hereby supplemented to incorporate by reference the information set forth in Item 4 above.
Exhibit 33 Annex A, dated July 22, 2026. Exhibit 34 Proposal Letter, dated July 22, 2026, from the PC-Mitsui Investors to the Board.