Penske Automotive Group (PAG): what its 10-K says it depends on

Suppliers

Mercedes-Benz

depends on · 8%named as a risk

In 2025, revenue generated at our BMW/MINI, Audi/Volkswagen/Porsche/Bentley, Toyota/Lexus, and Mercedes-Benz/Sprinter/smart dealerships represented 25%, 22%, 18%, and 8%, respectively, or 73% in aggregate, of our total automotive dealership revenues.Risk factors (Item 1A)

Also named by AN, LEA, THO

BMW

depends on · 25%named as a risk

In 2025, revenue generated at our BMW/MINI, Audi/Volkswagen/Porsche/Bentley, Toyota/Lexus, and Mercedes-Benz/Sprinter/smart dealerships represented 25%, 22%, 18%, and 8%, respectively, or 73% in aggregate, of our total automotive dealership revenues.Risk factors (Item 1A)

Also named by AN, LEA

Volkswagen Group (Audi/Volkswagen/Porsche/Bentley)

depends on · 22%named as a risk

In 2025, revenue generated at our BMW/MINI, Audi/Volkswagen/Porsche/Bentley, Toyota/Lexus, and Mercedes-Benz/Sprinter/smart dealerships represented 25%, 22%, 18%, and 8%, respectively, or 73% in aggregate, of our total automotive dealership revenues.Risk factors (Item 1A)

Also named by GNTX

Toyota

depends on · 18%named as a risk

In 2025, revenue generated at our BMW/MINI, Audi/Volkswagen/Porsche/Bentley, Toyota/Lexus, and Mercedes-Benz/Sprinter/smart dealerships represented 25%, 22%, 18%, and 8%, respectively, or 73% in aggregate, of our total automotive dealership revenues.Risk factors (Item 1A)

Nexperia

depends onnamed as a risk

In October 2025, the Dutch government invoked emergency powers to seize control of Nexperia, a subsidiary of a Chinese company and an important supplier of basic chips used in vehicles, prompting the Chinese government to ban exports of the company's finished products.Risk factors (Item 1A)

Also named by MCHP, VSH

Jaguar Land Rover

depends onnamed as a risk

This disruption has led to continued delays in new vehicle deliveries, reduced availability of certain models, and interruptions in certain parts supply.Risk factors (Item 1A)

Also named by LEA

CDK Global

depends onnamed as a risk

Although we do not utilize CDK's DMS in our U.S. or international automotive dealership operations, our Premier Truck Group business does utilize CDK’s DMS and was impacted by the CDK Cybersecurity Incident.Risk factors (Item 1A)

Also named by AN

Daimler Truck (Freightliner and Western Star)

depends onnamed as a risk

In addition, our retail commercial truck operations rely principally on Freightliner and Western Star trucks (both Daimler brands).Risk factors (Item 1A)

Honda

depends onnamed as a risk

This shortage impacted several manufacturers, most notably, Honda, who experienced reduced production in the fourth quarter of 2025.Risk factors (Item 1A)

Western Star

depends onnamed as a risk

We are the exclusive distributor of Western Star commercial trucks, MAN commercial trucks and buses, and Dennis Eagle refuse collection vehicles, together with associated parts, across Australia, New Zealand, and portions of the Pacific.Risk factors (Item 1A)

MAN Truck and Bus

depends onnamed as a risk

We are also the exclusive importer of MAN trucks and buses.Business (Item 1)

MTU (Rolls-Royce)

depends on

The agreement with Western Star expires in 2031, the agreement with MTU expires in 2029, the agreement with Detroit Diesel expires in 2031, and the agreement with Dennis Eagle expires in 2030.Business (Item 1)

Also named by KEX

Partners and platforms

Floor plan financing

depends on · $39.7 millionnamed as a risk

Based on an average of the aggregate amounts outstanding under our floor plan financing arrangements subject to variable interest payments during the year ended December 31, 2025, a 100-basis-point change in interest rates would result in an approximate $39.7 million change to our annual floor plan interest expense.Market risk (Item 7A)

Other companies

Penske Transportation Solutions (Penske Truck Leasing Co., L.P.)

28.9%named as a risk

We hold a 28.9% ownership interest in Penske Truck Leasing Co., L.P. ("PTL").Business (Item 1)

Penske Corporation

approximately 73%named as a risk

As a result, Penske Corporation has the ability to control the composition of our Board of Directors, which may allow it to control our affairs and business.Risk factors (Item 1A)

Competitors

Chinese automakers

competes with · 9.7% of U.K. new vehicle registrationsnamed as a risk

In recent years, Chinese manufacturers have increased market share in the U.K. and E.U., and for 2025, totaled 9.7% of U.K. new vehicle registrations as compared to 4.8% in 2024.Risk factors (Item 1A)

Carvana

competes withnamed as a risk

The automotive retail industry is experiencing competition in the used vehicle market from companies with a primarily online business model, including companies such as Carvana and others.Risk factors (Item 1A)

Places

Australia and New Zealand

operates in · 4%named as a risk

Our commercial vehicle distribution and other operations in Australia and New Zealand may be impacted by local and regional economic conditions and in particular, the price of commodities such as copper and iron ore, which may impact the desire of our customers to operate their mining operations and replace their vehicle fleets.Risk factors (Item 1A)

Also named by MHK

United Kingdom

operates in · 26%

United Kingdom 26% 24%Business (Item 1)

Also named by AGX, AJG, AMP, BAC, BF/B, BGC, BRO, C and 59 more

United States

operates in · 62%

United States 62% 63%Business (Item 1)

Also named by ABBV, ADP, AJG, AMGN, APA, AXGN, AXP, BALL and 139 more

Commodities and inputs

British Pound

exposed to its price · $1.22 billionnamed as a risk

Sustained levels or an increase in the value of the U.S. Dollar, particularly as compared to the British Pound, could result in a significant and adverse effect on our reported results.Risk factors (Item 1A)

Also named by ABBV, ADBE, AJG, AME, AMP, APA, BF/B, BRO and 39 more

Copper

exposed to its pricenamed as a risk

Our commercial vehicle distribution and other operations in Australia and New Zealand may be impacted by local and regional economic conditions and in particular, the price of commodities such as copper and iron ore, which may impact the desire of our customers to operate their mining operations and replace their vehicle fleets.Risk factors (Item 1A)

Also named by AAON, AGX, AMKR, APG, APH, APLD, BMI, BWA and 58 more

Rare earth minerals

depends onnamed as a risk

Trade tensions has resulted in China threatening to withhold some of those minerals.Risk factors (Item 1A)

Also named by ALAB, AMAT, COHR, DE, EXTR, GE, GEHC, GWW and 10 more

Iron ore

exposed to its pricenamed as a risk

Adverse pricing concerns of those, and other commodities, may have a material adverse effect on our ability to distribute, and/or retail, commercial vehicles and other products profitably.Risk factors (Item 1A)

Regulators

California Air Resources Board

subject tonamed as a risk

Should additional states adopt California Air Resources Board regulations, PTG and PTS could experience increased compliance costs, additional operating restrictions, or changes in demand for their products and services, which could have a material adverse effect on our business, financial condition and results of operations.Risk factors (Item 1A)

Also named by CMI, CRC, CVLG, F, FND, GM, GNRC, HTLD and 11 more

U.K. Financial Conduct Authority motor finance redress scheme

subject tonamed as a risk

While the terms of the final redress scheme and its repercussions are presently unknown, it could materially and adversely affect our business and results of operations.Risk factors (Item 1A)

EPA/NHTSA heavy-duty emissions and fuel economy standards

subject tonamed as a risk

These regulatory initiatives are designed to incent market shifts to lower emission or zero-emission technologies in certain segments of the heavy-duty vehicle sector and call for new more stringent emissions standards for heavy-duty engines and vehicles starting as soon as model year 2027.Business (Item 1)

Laws and programs

UK General Data Protection Regulation

subject to · £17.5 million or 4% of annual global revenuesnamed as a risk

For example, a failure to comply with the UKGDPR could result in fines up to the greater of £17.5 million or 4% of annual global revenues.Risk factors (Item 1A)

Also named by BWIN

U.K. Zero Emission Vehicle mandate

subject to · 33% of new carsnamed as a risk

These U.K. regulations increase now through 2035 and continue to affect the profitability and mix of vehicles sold by our U.K. dealerships.Business (Item 1)

U.S. federal EV tax credit

subject to · $7,500 per new vehiclenamed as a risk

For 2026, we expect continued lower EV sales in the U.S. due to the elimination of EV tax credits and lower availability of certain products from select manufacturers, coupled with strong demand for our service and parts operations driven by increased vehicle sales in recent years, increased average age of vehicles, recall campaigns, increased miles driven, and vehicle complexity.Business (Item 1)

U.S. tariffs on automobiles and parts

subject tonamed as a risk

During 2025, the U.S. enacted various tariffs on automobiles, automobile parts, medium- and heavy-duty trucks and truck parts which impacted each of our automotive and commercial vehicle suppliers, as well as our and PTS' operations.Risk factors (Item 1A)

U.S. state franchise laws

subject tonamed as a risk

Should U.S. franchise laws be repealed or amended to allow our existing manufacturer partners to effectively operate outside the franchised system, our results of operations may be materially and adversely impacted.Risk factors (Item 1A)

California Combating Auto Retail Scams Act

subject tonamed as a risk

This new law or similar state laws will likely complicate the transaction process and increase our compliance costs and risk, among other effects, which could increase our customers costs and have a significant and adverse effect on us.Risk factors (Item 1A)