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Form SCHEDULE 13D/A PENSKE AUTOMOTIVE GROUP, Filed by: MITSUI & CO LTD

July 22, 2026 8:00 AM





If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).




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SCHEDULE 13D




Comment for Type of Reporting Person:
Rows 11 and 12: 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. Row 13: All percentages are based on 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 Securities and Exchange Commission (the "SEC") on April 30, 2026.


SCHEDULE 13D




Comment for Type of Reporting Person:
Rows 11 and 12: 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. Row 13: All percentages are based on 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.


SCHEDULE 13D


Mitsui & Co., Ltd.
Signature:*/s/ Toshiyuki Kojima
Name/Title:Toshiyuki Kojima/Attorney-in-Fact
Date:07/22/2026
Mitsui & Co. (U.S.A.), Inc.
Signature:/s/ Harumasa Suzuki
Name/Title:Harumasa Suzuki/Senior Vice President
Date:07/22/2026
Comments accompanying signature:
*Duly authorized under Power of Attorney filed as Exhibit 32 to the Statement.

ATTACHMENTS / EXHIBITS

EX-99.33

EX-99.34

Categories

SEC Filings