PAG — what changed in the latest 10-Q

Text added vs the prior filing · source: 10-Q · 2026-10-29

• On October 15, 2026, we entered into the Merger Agreement with Buyer, pursuant to which Buyer will merge with and into the Company, with the Company surviving the Merger. Buyer is an entity owned by PC and Mitsui. If the Proposed Transaction is consummated, we will cease to be a publicly traded comp…

• Tariffs. During 2025 and 2026, the U.S. enacted various tariffs on automobiles, automobile parts, and medium- and heavy-duty trucks and related parts which, along with U.S. trade policies, have impacted certain of our automotive and commercial vehicle suppliers, as well as our and PTS' operations. T…

• Electric Vehicle ("EV") and Emissions Regulation. Federal and state governments and regulators in our markets have placed various restrictions on new retail automotive and commercial vehicles, in many cases requiring vehicle

• Commercial Vehicle Distribution and Other. During the nine months ended September 30, 2026, the Australian heavy-duty truck market reported sales of 9,756 units, representing a decrease of 7.6% from the same period last year, while the New Zealand market reported sales of 1,673 units, representing a…

• expect continued challenging market conditions for our on-highway businesses, with higher fuel prices and broader operating cost pressures on transport operators continuing to affect demand. However, we expect demand for defense, mining, and energy systems products to remain strong through the remai…

Text removed vs the prior filing · source: 10-Q · 2026-07-30

• Tariffs. During 2025 and 2026, the U.S. enacted various tariffs on automobiles, automobile parts, and medium- and heavy-duty trucks and related parts which have impacted certain of our automotive and commercial vehicle suppliers, as well as our and PTS' operations. In February 2026, the U.S. Supreme…

• Electric Vehicle ("EV") and Emissions Regulation. Federal and state governments and regulators in our markets have placed various restrictions on new retail automotive and commercial vehicles, in many cases requiring vehicle manufacturers to achieve progressively higher penetration of EVs or lower e…

• Commercial Vehicle Distribution and Other. During the six months ended June 30, 2026, the Australian heavy-duty truck market reported sales of 6,466 units, representing a decrease of 9.5% from the same period last year, while the New Zealand market reported sales of 1,137 units, representing a decre…

• Penske Transportation Solutions. PTS experienced improved operating performance during the first six months of 2026. As discussed above, in recent months we have seen increased order activity in the Class 8 market which, in addition to continued cost savings strategies, we expect will benefit PTS.

• The future success of our business is dependent upon, among other things, macro-economic, geo-political, and industry conditions and events, including their impact on sales of new and used vehicles, service and parts, and repair and

Text added vs the prior filing · source: 10-Q · 2026-10-29

• Based upon this evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report. In addition, we maintain internal

Text removed vs the prior filing · source: 10-Q · 2026-07-30

• summarized, and reported within the time periods specified in the SEC's rules and forms and that such information is accumulated and communicated to management, including our principal executive officer and principal financial officer, to allow timely discussions regarding required disclosure.

Text added vs the prior filing · source: 10-Q · 2026-10-29

• The Proposed Transaction and the pendency of the Proposed Transaction could have a material effect on our business, results of operations, financial condition and stock price.

• On October 15, 2026, we entered into the Merger Agreement discussed in Note 1 to our Consolidated Condensed Financial Statements under the heading "– Proposed Take-Private Transaction." The consummation of the Merger is subject to certain conditions, including, among others, approval of certain regu…

• •the amount of cash to be paid under the Merger Agreement is fixed and will not be adjusted for changes in our business, assets, liabilities, prospects, outlook, financial condition or operating results or in the event of any change in the market price of, analyst estimates of, or projections relati…

• •the fact that receipt of the all-cash per share Merger Consideration under the Merger Agreement is taxable to stockholders that are treated as U.S. holders for U.S. federal income tax purposes; and

• •the fact that, if the Proposed Transaction is completed, our stockholders will forego the opportunity to realize the potential long-term value of the successful execution of our current strategy as an independent company.

Text removed vs the prior filing · source: 10-Q · 2026-07-30

• We have received an unsolicited, preliminary and non-binding proposal from our largest stockholders to acquire the shares of our common stock they do not already own. The outcome of this proposal is uncertain, may result in significant costs, and may impact the trading price and volatility of our co…

• On July 22, 2026, our Board of Directors received an unsolicited, preliminary and non-binding proposal (the “Proposal”) from Penske Corporation, on behalf of itself and its wholly-owned subsidiary Penske Automotive Holdings Corp. (collectively, “PC”) and Mitsui & Co., Ltd., on behalf of itself and i…