PENSKE AUTOMOTIVE GROUP REPORTS QUARTERLY RESULTS
PENSKE AUTOMOTIVE GROUP, INC. (PAG) filed an SEC Form 8-K — Results of Operations and Financial Condition. FOR IMMEDIATE RELEASE PENSKE AUTOMOTIVE GROUP REPORTS QUARTERLY RESULTS 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, MI, October 28, 2026 – Penske Automotive Group, In
How this was made
The 30-second read
Why it matters
The cash offer of $212 per share values the company at ~$16.3 bn, setting a clear price target and likely prompting a short‑term rally as the market absorbs the deal terms.
Market read
The announcement combines earnings disclosure with a large M&A transaction, creating immediate pricing pressure on PAG shares.
What to watch
Potential antitrust review and financing risk for the buyer consortium.
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
Third-quarter revenue, commercial-truck revenue and EBITDA increased, but operating income, income before taxes, net income, earnings per share and total gross margin declined from the prior-year quarter.
Key metrics
shortened, hover for the filing’s print| Metric | Value | q/q | y/y |
|---|---|---|---|
| Revenue, three months ended September 30, 2026GAAP | $8.42B | – | 4.5 % |
| Cost of Sales, three months ended September 30, 2026GAAP | $7.09B | – | 5.0 % |
| Gross Profit, three months ended September 30, 2026GAAP | $1.32B | – | 1.9 % |
| Total Gross Margin, three months ended September 30, 2026GAAP | 15.7 % | – | (40)bps |
| SG&A Expenses, three months ended September 30, 2026GAAP | $975.5M | – | 3.2 % |
| Depreciation, three months ended September 30, 2026GAAP | $45.5M | – | 3.9 % |
| Operating Income, three months ended September 30, 2026GAAP | $303.1M | – | (2.5) % |
| Operating Income as a Percentage of Revenue, three months ended September 30, 2026GAAP | 3.6 % | – | – |
| Floor Plan Interest Expense, three months ended September 30, 2026GAAP | −$38.5M | – | (11.3) % |
| Other Interest Expense, three months ended September 30, 2026GAAP | −$30.9M | – | 40.5 % |
| Equity in Earnings of Affiliates, three months ended September 30, 2026GAAP | $68.3M | – | 17.0 % |
| Income Before Income Taxes, three months ended September 30, 2026GAAP | $302M | – | (0.7) % |
| Income Taxes, three months ended September 30, 2026GAAP | −$80.8M | – | 2.7 % |
| Net Income, three months ended September 30, 2026GAAP | $221.2M | – | (1.8) % |
| Net Income Attributable to Common Stockholders, three months ended September 30, 2026GAAP | $220.8M | – | (1.8) % |
| Earnings Per Share, three months ended September 30, 2026GAAP | $3.36 | – | (1.5) % |
| Weighted Average Shares Outstanding, three months ended September 30, 2026GAAP | 65.7M | – | (0.5) % |
| EBITDA, three months ended September 30, 2026non-GAAP | $378.4M | – | 2.3 % |
| Adjusted EBITDA, three months ended September 30, 2026non-GAAP | $378.4M | – | 6.0 % |
| Revenue, nine months ended September 30, 2026GAAP | $24.79B | – | 3.1 % |
| Gross Profit, nine months ended September 30, 2026GAAP | $3.98B | – | 0.2 % |
| Operating Income, nine months ended September 30, 2026GAAP | $929.7M | – | (7.6) % |
| Income Before Income Taxes, nine months ended September 30, 2026GAAP | $979.5M | – | (2.8) % |
| Net Income Attributable to Common Stockholders, nine months ended September 30, 2026GAAP | $715.7M | – | (4.5) % |
| Earnings Per Share, nine months ended September 30, 2026GAAP | $10.89 | – | (3.6) % |
| Adjusted EBITDA, nine months ended September 30, 2026non-GAAP | $1.13B | – | — % |
| Adjusted Net Income Attributable to Common Stockholders, nine months ended September 30, 2026non-GAAP | $659.1M | – | – |
| Adjusted Earnings Per Share, nine months ended September 30, 2026non-GAAP | $10.03 | – | – |
| PTS investment earnings, three months ended September 30, 2026other | $68.5M | – | – |
| PTS investment earnings, nine months ended September 30, 2026other | $167M | – | – |
Segments
| Segment | Revenue | q/q | y/y |
|---|---|---|---|
| Retail Automotive, three months ended September 30, 2026New-vehicle revenue was $3,213.6 million, used-vehicle revenue was $2,383.7 million, and service and parts revenue was $869.8 million. Total gross profit was $1,102.7 million and total gross margin was 15.7 %. | $7.03B | – | 1.4 % |
| Retail Commercial Truck, three months ended September 30, 2026New retail units were 5,749 and used retail units were 1,030. Total gross profit was $163.4 million and total gross margin was 14.5 %. | $1.12B | – | 22.3 % |
| Commercial Vehicle Distribution and Other, three months ended September 30, 2026Gross profit was $58.0 million and gross margin was 21.8 %. | $266.3M | – | – |
| Retail Automotive, nine months ended September 30, 2026Total gross profit was $3,384.2 million and total gross margin was 15.9 %. | $21.29B | – | 2.7 % |
| Retail Commercial Truck, nine months ended September 30, 2026Total gross profit was $434.4 million and total gross margin was 15.8 %. | $2.75B | – | 2.2 % |
| Commercial Vehicle Distribution and Other, nine months ended September 30, 2026Gross profit was $161.9 million and gross margin was 21.5 %. | $752.1M | – | – |
Amounts quoted below without a unit are in millions, as in the filing’s tables. Per-share figures are as printed.
Capital returns
- 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 the securities repurchase program.
- The Company does not expect further repurchases of shares under this authority during the pendency of the Proposed Transaction.
- The Board approved an increase in the quarterly dividend of 1.4%, or $0.02 per share, to $1.46 per share during October 2026.
- The annualized dividend is $5.84 per share. The dividend is payable December 1, 2026, to shareholders of record as of November 13, 2026.
- Dividends were $94.8 million for the three months ended September 30, 2026 and $281.0 million for the nine months ended September 30, 2026.
What drove it
- Third-quarter total revenue increased 4.5 %, led by Retail Commercial Truck revenue growth of 22.3 % and Commercial Vehicle Distribution and Other revenue growth from $206.6 million to $266.3 million.
- Retail Automotive revenue increased 1.4 %, with used-vehicle revenue up 3.7 % and service and parts revenue up 1.9 %.
- Retail Commercial Truck retailed 6,779 new and used units, compared with 5,108 units in the prior-year quarter.
- Retail Automotive service and parts gross profit increased 2.6 % to $514.7 million in the third quarter.
- Equity in earnings of affiliates increased 17.0 % to $68.3 million in the third quarter.
- Foreign currency exchange negatively impacted third-quarter revenue by $2.3 million and positively impacted net income attributable to common stockholders by $0.7 million.
Concerns
- Third-quarter operating income declined 2.5 % to $303.1 million despite revenue growth.
- Total gross margin declined to 15.7 % from 16.1 % in the third quarter.
- Retail Automotive gross profit declined 1.3 % to $1,102.7 million, while new-vehicle gross profit declined 3.4 % and used-vehicle gross profit declined 4.5 %.
- Retail Automotive new-vehicle gross profit per vehicle retailed declined 2.5 % to $4,524 and used-vehicle gross profit per vehicle retailed declined 6.6 % to $1,946.
- Other interest expense increased 40.5 % to $30.9 million in the third quarter.
- The quarter included $6.3 million of costs, or $4.6 million after tax and $0.07 per share, associated with the Proposed Transaction.
- The Merger Agreement restricts share repurchases, and the Company does not expect further repurchases during the pendency of the Proposed Transaction.
What to watch
- Closing of the Proposed Transaction, which is expected to close in the first quarter of 2027, subject to the satisfaction or waiver of closing conditions.
- Retail automotive vehicle gross profit per unit and total retail automotive gross margin.
- Whether retail commercial truck unit growth and revenue growth continue, alongside new-vehicle gross profit per unit, which was $7,243 in the third quarter.
- Service and parts revenue and gross profit performance in retail automotive and retail commercial truck operations.
- Additional Proposed Transaction costs and restrictions on capital allocation during the pendency of the Proposed Transaction.
Balance sheet and cash flow
- Cash and cash equivalents were $68.3 million as of September 30, 2026, compared with $64.7 million as of December 31, 2025.
- 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, as of September 30, 2026.
- Inventories were $5,020.1 million as of September 30, 2026, compared with $4,814.7 million as of December 31, 2025.
- Total floor plan notes payable were $4,262.0 million as of September 30, 2026, compared with $4,094.3 million as of December 31, 2025.
- Total long-term debt was $2,367.2 million as of September 30, 2026, compared with $2,165.5 million as of December 31, 2025.
- Leverage ratio was 1.6x as of September 30, 2026, compared with 1.5x as of December 31, 2025.
- Capital expenditures were $82.2 million for the three months ended September 30, 2026 and $217.1 million for the nine months ended September 30, 2026.
- Cash paid for acquisitions was $669.7 million for the nine months ended September 30, 2026.
- Proceeds from sale of dealerships were $151.7 million for the nine months ended September 30, 2026.
- New vehicle days' supply was 49 days and used vehicle days' supply was 44 days as of September 30, 2026.
Analysis
Penske Automotive Group reported third-quarter GAAP revenue of $8,415.6 million, up 4.5 % from $8,053.0 million. The strongest reported segment was Retail Commercial Truck, where revenue increased 22.3 % to $1,123.9 million and total units increased 32.7 % to 6,779. Retail Automotive revenue increased 1.4 % to $7,025.4 million, supported by 3.7 % growth in used-vehicle revenue and 1.9 % growth in service and parts revenue. Commercial Vehicle Distribution and Other revenue increased to $266.3 million from $206.6 million.
Revenue growth did not translate into higher operating earnings. Gross profit rose 1.9 % to $1,324.1 million, below the revenue growth rate, and total gross margin declined to 15.7 % from 16.1 %. SG&A expenses increased 3.2 % to $975.5 million, while depreciation increased 3.9 % to $45.5 million. Consequently, operating income declined 2.5 % to $303.1 million. Income before income taxes was $302.0 million, down 0.7 %, and net income attributable to common stockholders declined 1.8 % to $220.8 million. GAAP earnings per share declined 1.5 % to $3.36.
Retail automotive profitability remained under pressure. New-vehicle gross profit declined 3.4 % to $269.4 million and used-vehicle gross profit declined 4.5 % to $112.2 million. New-vehicle gross profit per vehicle retailed was $4,524, down 2.5 %, and used-vehicle gross profit per vehicle retailed was $1,946, down 6.6 %. Service and parts was the main retail automotive profit support, with gross profit up 2.6 % to $514.7 million. In commercial trucks, gross profit increased 19.9 % to $163.4 million, although total gross margin declined to 14.5 % from 14.8 % and new-vehicle gross profit per unit declined 10.3 % to $7,243.
For the nine months ended September 30, 2026, revenue increased 3.1 % to $24,791.9 million, while operating income declined 7.6 % to $929.7 million and net income attributable to common stockholders declined 4.5 % to $715.7 million. Nine-month results included a $90.9 million gain on sale of dealerships and $13.0 million of disposals and other charges. Adjusted EBITDA was $1,129.7 million, compared with $1,130.1 million in the prior-year period. The Company also reported $669.7 million of cash paid for acquisitions during the nine months.
Capital allocation is now governed by the announced take-private transaction. The Company repurchased 265,104 shares for approximately $42.5 million during the nine months, but does not expect additional repurchases during the transaction's pendency. The Board increased the quarterly dividend to $1.46 per share. Liquidity was approximately $1.6 billion as of September 30, 2026, leverage was 1.6x, and the Company expects the Proposed Transaction to close in the first quarter of 2027, subject to closing conditions. No financial guidance was provided.
Not in the filing
stated, not guessed- Forward financial guidance was not provided.
- Prior-quarter figures for the reported financial metrics were not provided.
- Operating cash flow was not provided.
- Free cash flow was not provided.
- Management quotes from named executives were not provided.
- A GAAP tax rate was not provided.
- Segment income before taxes was not provided for Retail Automotive or Commercial Vehicle Distribution and Other.
AlphAI analysis generated from the company’s SEC earnings filing (Form 8-K Item 2.02, or Form 6-K for a foreign private issuer). Every figure was cross-checked against the filing text; consensus estimates, price targets and share-price reactions are not shown because they are not in the filing. AI-generated research, not investment advice.
Background
Penske Automotive Group (NYSE:PAG) filed an 8‑K announcing quarterly earnings and a merger agreement to be taken private by Motown Acquisition Corp., owned by Penske Corp. and Mitsui.
Ticker impact
Penske Automotive Group reported Q3 2026 results and disclosed a definitive $212 per share cash take‑private transaction.
likely upward as the market prices in the $212 per share cash offer
A large‑scale take‑private at a premium provides immediate upside; investors will bid up the share price toward the offer.
Market effects
Auto retail and commercial truck dealership sector may see valuation compression as a major player goes private.
U.S. transportation services market may tighten as a large public competitor exits the exchange.
Limited; impact confined to U.S. listed transportation stocks.
Counterpoint
If the deal faces regulatory delays, the stock could fall below the offer price.
Key entities
- CompanyPenske Automotive Group
Public automotive and commercial truck retailer announcing take‑private.
- AcquirerMotown Acquisition Corp.
Special purpose acquisition vehicle owned by Penske Corp. and Mitsui.
