Group 1 Automotive (GPI) expands board, affirms higher $0.55 dividend
Rhea-AI Filing Summary
Group 1 Automotive, Inc. reported two board actions. The board appointed David C. Kimbell as a director, expanding the board to ten members and naming him to the Audit Committee. He will receive non‑employee director compensation, including a pro‑rated grant of restricted stock units valued at $88,657, based on a standard annual equity retainer of $225,000. These restricted stock units are fully vested upon issuance and will be settled in a lump‑sum cash payment upon his separation from service.
The board also declared a quarterly cash dividend of $0.55 per share, payable on September 15, 2026 to stockholders of record as of September 1, 2026. This dividend is consistent with a previously announced 10% increase in the company’s annualized dividend rate from $2.00 per share in 2025 to $2.20 per share in 2026.
Positive
- Dividend increase to $2.20 annualized: The board declared a $0.55 quarterly dividend, aligning with a previously announced 10% boost in the annualized dividend rate from $2.00 to $2.20 per share for 2026.
Negative
- None.
Filing Explained
Separately, in connection with the appointment, the company will enter into an indemnification agreement with David C. Kimbell: it will indemnify him, within the agreement’s terms and Delaware law, and advance certain expenses for actions as a director.
8-K Event Classification
4 items: 5.02, 7.01, 8.01, 9.01
4 items
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 7.01
Regulation FD Disclosure
Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 8.01
Other Events
Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Quarterly dividend per share: $0.55 per share
Annualized dividend rate 2025: $2.00 per share
Annualized dividend rate 2026: $2.20 per share
+5 more
8 metrics
Quarterly dividend per share
$0.55 per share
Declared payable on September 15, 2026 to stockholders of record on September 1, 2026
Annualized dividend rate 2025
$2.00 per share
Previously annualized dividend rate for 2025
Annualized dividend rate 2026
$2.20 per share
Represents a 10% increase over the 2025 annualized rate
Pro-rated RSU award value
$88,657
Restricted stock units granted to David C. Kimbell on August 10, 2026
Standard annual equity retainer
$225,000
Full-year equity portion of non-employee director board retainer
Board size after appointment
10 directors
Board expanded from nine to ten members with Kimbell’s appointment
Dealerships operated
249 dealerships
Group 1 operations in the United States and the United Kingdom
Franchises and collision centers
310 franchises; 32 collision centers
Group 1’s broader operating footprint and service network
Key Terms
restricted stock units, Indemnification Agreement, separation from service, omni-channel platform, +1 more
5 terms
restricted stock units financial
"With respect to the equity compensation award portion...pro-rata award of restricted stock units valued at $88,657"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
Indemnification Agreement regulatory
"the Company will enter into an indemnification agreement (the “Indemnification Agreement”) with Mr. Kimbell"
An indemnification agreement is a contract in which one party promises to cover losses, costs, or legal claims that another party might face, acting like a tailored safety net or private insurance policy. For investors, it matters because such agreements shift potential financial risk away from a company or its officers and onto the indemnifier, which can affect a company’s future liabilities, cash flow and how risky the investment appears during deal-making or litigation.
separation from service financial
"The restricted stock units settle on the date of the director’s separation from service"
omni-channel platform technical
"Through its dealerships and omni-channel platform, the Company sells new and used cars"
An omni-channel platform is a system that lets a company sell, serve and communicate with customers through many connected channels—such as physical stores, websites, mobile apps, social media and call centers—so the experience feels seamless no matter how a customer interacts. Investors care because it can boost sales, lower marketing waste and create reliable customer data, much like a single highway connecting multiple storefronts increases traffic and makes performance easier to measure and grow.
forward-looking statements regulatory
"All statements in this press release related to future, not past, events are "forward-looking statements""
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What board change did Group 1 Automotive (GPI) announce on August 10, 2026?
Group 1 Automotive’s board appointed David C. Kimbell as a director, expanding the board to ten members. He will also serve on the Board’s Audit Committee, bringing extensive retail and omnichannel experience.
How is new director David C. Kimbell being compensated at Group 1 Automotive (GPI)?
Kimbell will receive standard non‑employee director pay, including a pro‑rated restricted stock unit award valued at $88,657, based on a full annual equity retainer of $225,000, with units fully vested and cash‑settled at separation.
What dividend did Group 1 Automotive (GPI) declare and when will it be paid?
The board declared a quarterly cash dividend of $0.55 per share, payable on September 15, 2026 to stockholders of record on September 1, 2026, continuing its increased 2026 dividend rate.
How much has Group 1 Automotive (GPI) increased its annualized dividend rate for 2026?
The company affirmed a 10% increase in its annualized dividend rate, rising from $2.00 per share in 2025 to $2.20 per share in 2026, reflected in the $0.55 quarterly dividend.
What experience does new director David C. Kimbell bring to Group 1 Automotive (GPI)?
Kimbell is a seasoned retail executive and former CEO of Ulta Beauty, where revenue grew from $6.2 billion in 2020 to $11.3 billion, with expertise in loyalty, omnichannel strategy, and customer-focused growth.
How large is Group 1 Automotive’s (GPI) operating footprint?
Group 1 operates 249 automotive dealerships, 310 franchises, and 32 collision centers in the U.S. and U.K., offering 37 brands and providing sales, financing, service contracts, maintenance, repair, and parts.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): August 10, 2026
(Exact name of Registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||||||||
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code (713 ) 647-5700
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||
| Securities registered pursuant to Section 12(b) of the Act: | ||||||||||||||
| Title of each class | Ticker symbol(s) | Name of exchange on which registered | ||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.¨
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On August 10, 2026, the Board of Directors (the “Board”) of Group 1 Automotive, Inc., a Delaware corporation (“the Company”), appointed David C. Kimbell to the Board and expanded the Board’s membership to ten directors. The Board also appointed Mr. Kimbell to serve as a member of the Audit Committee of the Board. There are no understandings or arrangements between Mr. Kimbell or any other person pursuant to which Mr. Kimbell was selected to serve as a director of the Board. There are no relationships between Mr. Kimbell and the Company or any of its subsidiaries that would require disclosure pursuant to Item 404(a) of Regulation S-K.
Mr. Kimbell will receive compensation for his service as a member of the Board that is consistent with the compensatory arrangements the Company has in place with its other non-employee directors, as disclosed in the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on April 2, 2026. With respect to the equity compensation award portion of his Board retainer, on August 10, 2026, Mr. Kimbell received a pro-rata award of restricted stock units valued at $88,657 (pro-rated from $225,000) pursuant to the Company’s 2024 Incentive Compensation Plan, as amended. Restricted stock units awarded to non-employee directors are fully vested immediately upon issuance. The restricted stock units settle on the date of the director’s separation from service, as defined in Section 409A of the Internal Revenue Code, as amended, and will be settled in a lump sum cash payment.
In connection with his appointment to the Board, the Company will enter into an indemnification agreement (the “Indemnification Agreement”) with Mr. Kimbell, pursuant to which the Company will agree to indemnify Mr. Kimbell, under the circumstances and to the extent provided for therein, for actions taken in his capacity as a director of the Company to the fullest extent permitted by Delaware law and to advance certain expenses and costs incurred by him. The foregoing description is qualified in its entirety by reference to the full and complete text of the Indemnification Agreement, a form of which is attached as Exhibit 10.1 hereto and is incorporated into this Item 5.02 by reference.
Item 7.01 Regulation FD Disclosure.
On August 11, 2026, the Company issued a press release announcing Mr. Kimbell’s appointment to the Board, effective August 10, 2026. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated in this Item 7.01 by reference.
As provided in General Instruction B.2. of Form 8-K, the information in the press release attached as Exhibit 99.1 and incorporated by reference in this Item 7.01 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 8.01 Other Events.
On August 11, 2026, the Company announced that its Board approved a cash dividend of $0.55 per share, payable on September 15, 2026, to stockholders of record as of September 1, 2026.
A copy of the press release is attached hereto as Exhibit 99.2 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |||||||||||||
99.1 | Press release of Group 1 Automotive, Inc., dated as of August 11, 2026. | |||||||||||||
99.2 | Press release of Group 1 Automotive, Inc., dated as of August 11, 2026. | |||||||||||||
10.1 | Form of Indemnification Agreement of Group 1 Automotive, Inc. (incorporated by reference to Exhibit 10.1 of Group 1 Automotive, Inc.’s Form 8-K (File No. 001-13461) filed November 13, 2007). | |||||||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Group 1 Automotive, Inc. | |||||||||||||||||||||||
| Date: | August 11, 2026 | By: | /s/ Gillian A. Hobson | ||||||||||||||||||||
| Name: Gillian A. Hobson | |||||||||||||||||||||||
| Title: Senior Vice President | |||||||||||||||||||||||
Exhibit 99.1
FOR IMMEDIATE RELEASE
Group 1 Automotive Appoints Dave Kimbell to Board of Directors
HOUSTON, TX, August 11, 2026 — Group 1 Automotive, Inc. (NYSE: GPI) (“Group 1” or the “Company”) today announced the appointment of David C. Kimbell to its Board of Directors, effective August 10, 2026. He will serve on the Board’s Audit Committee. With the addition of Mr. Kimbell, the Board increased in size from nine to ten members.
Mr. Kimbell is a seasoned retail executive with more than 30 years of experience building brands, developing high-performing teams and delivering strategic growth plans across consumer-driven, omnichannel businesses. He most recently served as Chief Executive Officer of Ulta Beauty, the largest specialty beauty retailer in the U.S., with more than 1,500 stores and a rapidly growing e-commerce business. During his tenure as CEO, the company’s revenue increased from $6.2 billion in 2020 to $11.3 billion driven by loyalty program expansion, product assortment leadership and a unified guest experience across physical and digital retail. Prior to his appointment as CEO, Mr. Kimbell served as President and Chief Merchandising and Marketing Officer of Ulta overseeing functions including merchandising, e-commerce, loyalty, and corporate strategy.
“We are excited to welcome David to our Board,” said Charles Szews, Group 1’s Non-Executive Chair of the Board. “Throughout his career, he has had the vision to reimagine the retail experience and his track record of building customer loyalty and digital retailing will provide invaluable perspective as our industry and Company continue to evolve.”
“I'm honored to join Group 1’s Board and am excited to bring my experience to the Company at this dynamic time in automotive retail,” said Mr. Kimbell. “I've seen firsthand how pairing a relentless focus on the customer with the intelligent use of data can differentiate a business. The principles that drive great retail are universal, and I look forward to supporting Group 1’s customer-focused efforts and helping the Company best position itself for long-term value creation.”
Mr. Kimbell currently serves on the Board of Best Buy Co., Inc. He holds a B.A in Economics and Management from DePauw University and an M.B.A from Purdue University.
ABOUT GROUP 1 AUTOMOTIVE, INC.
Group 1 owns and operates 249 automotive dealerships, 310 franchises, and 32 collision centers in the United States and the United Kingdom that offer 37 brands of automobiles. Through its dealerships and omni-channel platform, the Company sells new and used cars and light trucks; arranges related vehicle financing; sells service and insurance contracts; provides automotive maintenance and repair services; and sells vehicle parts.
Group 1 discloses additional information about the Company, its business, and its results of operations at www.group1corp.com, www.group1auto.com, www.group1collision.com, www.acceleride.com, and www.facebook.com/group1auto.
1
Investor contacts:
David Helderman
Senior Manager, Investor Relations
Group 1 Automotive, Inc.
ir@group1auto.com
Media contacts:
Pete DeLongchamps
Senior Vice President, Manufacturer Relations, Financial Services and Corporate Development
Group 1 Automotive, Inc.
pdelongchamps@group1auto.com
Kimberly Barta
Head of Advertising, Brand and Communications
Group 1 Automotive, Inc.
kbarta@group1auto.com
or
Jude Gorman / Clayton Erwin
Collected Strategies
Group1-CS@collectedstrategies.com
2
Exhibit 99.2
FOR IMMEDIATE RELEASE
Group 1 Automotive Board Declares Quarterly Dividend
HOUSTON, TX, August 11, 2026 — Group 1 Automotive, Inc. (NYSE: GPI) (“Group 1” or the “Company”), a Fortune 250 automotive retailer with 249 dealerships located in the U.S. and U.K., today announced its board of directors declared a quarterly dividend of $0.55 per share. The dividend is consistent with the Company’s previously announced increase of 10% in its annualized dividend rate from $2.00 per share in 2025 to $2.20 per share in 2026.
The dividend is payable on September 15, 2026 to stockholders of record as of September 1, 2026.
ABOUT GROUP 1 AUTOMOTIVE, INC.
Group 1 owns and operates 249 automotive dealerships, 310 franchises, and 32 collision centers in the United States and the United Kingdom that offer 37 brands of automobiles. Through its dealerships and omni-channel platform, the Company sells new and used cars and light trucks; arranges related vehicle financing; sells service and insurance contracts; provides automotive maintenance and repair services; and sells vehicle parts.
Group 1 discloses additional information about the Company, its business, and its results of operations at www.group1corp.com, www.group1auto.com, www.group1collision.com, www.acceleride.com, and www.facebook.com/group1auto.
FORWARD-LOOKING STATEMENTS
All statements in this press release related to future, not past, events are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, which are based on our current expectations and assumptions regarding our business, the economy and other future conditions. While management believes that these forward-looking statements are reasonable as and when made, there can be no assurance that future developments affecting us will be those that we anticipate. Any such forward-looking statements are not assurances of future performance and involve risks and uncertainties that may cause actual results to differ materially from those set forth in the statements. For additional information regarding known material factors that could cause our actual results to differ from our projected results, please see our filings with the Securities and Exchange Commission, including our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date hereof. We undertake no obligation to publicly update or revise any forward-looking statements after the date they are made, whether as a result of new information, future events or otherwise.
SOURCE: Group 1 Automotive, Inc.
1
Investor contacts:
David Helderman
Senior Manager, Investor Relations
Group 1 Automotive, Inc.
ir@group1auto.com
Media contacts:
Pete DeLongchamps
Senior Vice President, Manufacturer Relations, Financial Services and Corporate Development
Group 1 Automotive, Inc.
pdelongchamps@group1auto.com
Kimberly Barta
Head of Advertising, Brand and Communications
Group 1 Automotive, Inc.
kbarta@group1auto.com
or
Jude Gorman / Clayton Erwin
Collected Strategies
Group1-CS@collectedstrategies.com
2