Penske Automotive Group (PAG) investor relations material

Executive summary

• Q3 revenue rose 4.5% YoY to $8,415.6M; gross profit was $1,324.1M, operating income $303.1M, common-stockholder net income $220.8M, and diluted EPS $3.36.

• 9M revenue rose 3.1% to $24,791.9M, while common-stockholder net income fell 4.5% to $715.7M and diluted EPS declined 3.6% to $10.89.

• Lower automotive vehicle gross profit partly offset growth in service and parts, commercial trucks, and affiliate earnings.

• October 15 merger agreement offers $212 cash per eligible share; closing is expected in Q1 2027, subject to stockholder, regulatory, and other conditions.

Financial highlights

• Q3 reported EBITDA was $378.4M, up 2.3%; 9M reported EBITDA was $1,207.6M, up 0.5%.

• Adjusted 9M EBITDA was $1,129.7M versus $1,130.1M; adjusted EPS was $10.03 versus $10.39.

• 9M results included a $90.9M pretax gain on U.S. franchise sales, partly offset by $13.0M of disposals and other charges.

• Q3 cash dividends per share were $1.44 versus $1.32 a year earlier; the quarterly dividend was raised to $1.46.

Outlook and guidance

• Strengthening truck orders through 9M, ahead of 2027 emissions requirements, were expected to support deliveries through year-end 2026.

• Australian and New Zealand on-highway markets were expected to remain challenging; defense, mining, and energy systems demand, especially standby power for data systems, was expected to stay strong through 2026.

• Cash flows, investment distributions, and capital resources were expected to fund operations and current commitments for at least 12 months, excluding the proposed merger’s impact.

• The proposed merger was expected to close in Q1 2027, subject to closing conditions.