Group 1 Automotive signs loan for up to $190M

The loan is secured by mortgages on specified properties and related collateral, and matures on September 23, 2033.

Rhea-AI Filing Summary

Group 1 Automotive, Inc. entered into a master credit agreement through subsidiary Group 1 Realty, Inc., the borrower, with Bank of America, N.A. as lender, effective September 23, 2026. The agreement provides for a term loan with a maximum principal amount of $190,336,250, equal to 85% of the appraised value of all mortgaged properties. Once repaid, principal may not be reborrowed. Interest accrues at Term SOFR plus 145 basis points.

The loan is secured by mortgages on the properties and security interests in related fixtures, improvements and other collateral; Group 1 Automotive and certain subsidiaries guarantee the obligations. The agreement permits additional properties to be added as collateral. Its covenants restrict, among other things, additional property-secured debt, liens and certain asset transfers. Events of default include non-payment and cross-defaults to certain other material company indebtedness; a default could require immediate repayment of all or part of the outstanding amount. The credit agreement and Term Note mature on September 23, 2033.

8-K Event Classification

3 items: 1.01, 2.03, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Maximum principal amount: $190,336,250 Share of appraised value: 85% Interest spread: 145 basis points +1 more

4 metrics

Maximum principal amount $190,336,250 Term loan under the master credit agreement

Share of appraised value 85% All mortgaged properties

Interest spread 145 basis points Added to Term SOFR

Maturity date September 23, 2033 Credit agreement and Term Note

Key Terms

Term SOFR, Term Note With Draw Period, Events of Default, cross-defaults

4 terms

Term SOFR financial

"Interest on the term loan accrues at Term SOFR plus 145 basis points."

Term SOFR is a benchmark interest rate that reflects the cost of borrowing money over a specific period, based on actual transactions in the financial markets. It is used by lenders and borrowers to set the interest rates on loans and financial contracts, helping to ensure rates are fair and transparent. For investors, understanding term SOFR helps gauge borrowing costs and the overall direction of interest rates in the economy.

Term Note With Draw Period financial

"Such term loan shall be evidenced by a Term Note With Draw Period"

Events of Default financial

"The Credit Agreement also contains Events of Default"

Events of default are specific breaches or failures listed in a loan, bond, or credit agreement that give lenders the right to act, such as demanding immediate repayment, raising interest rates, or taking secured assets. They matter to investors because triggering one is like setting off a financial alarm: it raises the chance of foreclosure, restructuring, or bankruptcy and can sharply reduce the value of a company’s stock or bonds and increase borrowing costs.

cross-defaults financial

"cross-defaults to certain of the Company’s other material indebtedness."

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What is the maximum principal amount of GPI's term loan?

Group 1 Realty's master credit agreement provides for a term loan with a maximum principal amount of $190,336,250, equal to 85% of the appraised value of all mortgaged properties.

What interest rate applies to GPI's term loan?

Interest on the term loan accrues at Term SOFR plus 145 basis points.

Which actions are restricted by GPI's credit agreement?

The covenants restrict the borrower and guarantors from incurring additional debt secured by the properties, creating liens on the properties or related collateral, making certain asset transfers, entering into agreements restricting liens, making loans or advances outside the ordinary course of business, and engaging in mergers or consolidations.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/24/2026 - 06:02 AM Accepted by SEC EDGAR 09/24/2026 - 06:01 AM Learn about SEC filing dates

GROUP 1 AUTOMOTIVE INC false 0001031203 0001031203 2026-09-23 2026-09-23

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): September 23, 2026

Group 1 Automotive, Inc.

(Exact name of Registrant as specified in its charter)

Delaware		1-13461		76-0506313
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(I.R.S. Employer Identification No.)

730 Town and Country Blvd, Suite 500

Houston, Texas 77024

(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:

☐ 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		Trading Symbol(s)		Name of each exchange on which registered
Common stock, par value $0.01 per share		GPI		New York Stock Exchange

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 that 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 1.01 Entry into a Material Definitive Agreement.

Effective September 23, 2026 (the “Closing Date”), Group 1 Realty, Inc. (the “Borrower”), a subsidiary of Group 1 Automotive, Inc. (the “Company”), entered into a master credit agreement (the “Credit Agreement”) with Bank of America, N. A., as lender (the “Lender”), providing for a term loan in a maximum principal amount of $190,336,250, which is equal to 85% of the appraised value of all mortgaged properties (the “Properties”). Once repaid, any principal amounts may not be reborrowed.

Such term loan shall be evidenced by a Term Note With Draw Period (the “Term Note”). Interest on the term loan accrues at Term SOFR (as defined in the Term Note) plus 145 basis points.

The Credit Agreement is secured by, among other things, mortgages on the Properties of the Borrower and certain of its subsidiaries set forth in the Credit Agreement (the “Guarantors”), as well as security interests on the fixtures and improvements, replacements, accessions and additions related to the Properties and proceeds thereof. The Borrower shall have the right to include additional Properties as collateral pursuant to the terms of the Credit Agreement. The obligations under the Credit Agreement and the Term Note shall be guaranteed by the Company and the Guarantors.

The Credit Agreement contains a number of covenants that, among other things, restrict the Borrower’s and the Guarantors’ ability to incur additional indebtedness secured by the Properties, create liens on the Properties or related Collateral, dispose of or transfer all or substantially all of the Borrower’s or any Guarantor’s assets (other than dispositions of Properties in compliance with the release provisions of the Credit Agreement), enter into agreements restricting liens on the Properties, make loans or advances (other than in the ordinary course of business) and engage in mergers or consolidations. The Credit Agreement also contains Events of Default (as defined in the Credit Agreement), including non-payment of obligations and cross-defaults to certain of the Company’s other material indebtedness. Upon the occurrence of an Event of Default, the Borrower could be required to immediately repay all or certain portions of the amount outstanding under the Credit Agreement.

The Credit Agreement and Term Note mature on September 23, 2033.

The description of the Credit Agreement set forth above does not purport to be complete and is qualified in its entirety by reference to the full text of the Credit Agreement, which is filed hereto as Exhibit 10.1 and is incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth under Item 1.01 is incorporated by reference into this Item 2.03.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
10.1		Master Credit Agreement, dated September 23, 2026, by and among Group 1 Realty, Inc. as Borrower, and Bank of America, N.A.
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: September 24, 2026				By:		/s/ Gillian A. Hobson
				Name:		Gillian A. Hobson
				Title:		Senior Vice President

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

• EX-10.1 EX-10.1 169.8 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 17.6 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.0 KB