Group 1 Automotive updates executive severance terms

Group 1 Automotive, Inc. updated the severance terms for executive Daryl Kenningham through a second amendment to his existing Incentive Compensation, Confidentiality, Non-Disclosure and Non-Compete Agreement.

Rhea-AI Filing Summary

Group 1 Automotive, Inc. updated the severance terms for executive Daryl Kenningham through a second amendment to his existing Incentive Compensation, Confidentiality, Non-Disclosure and Non-Compete Agreement. The change focuses on what he would receive if his employment ends under certain specified circumstances.

If Mr. Kenningham resigns because of a material breach by the company, after a Constructive Termination Event, or after a Termination Without Cause, he would receive 1.5 times the sum of his base salary and target annual bonus, eighteen months of COBRA health coverage, and a pro-rated bonus for the year of termination. If those events or an involuntary compensation reduction occur within six months after a Corporate Change, the cash multiple increases to 2.0 times and COBRA coverage extends to twenty-four months.

Severance will be paid in a lump sum on the first day of the seventh month after separation, contingent on his compliance with restrictive covenants and delivery of a release. These severance benefits remain his sole remedy in connection with his employment and termination, and all other terms of the agreement stay in effect.

8-K Event Classification

Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers

1 item

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.

FAQ

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

What did Group 1 Automotive (GPI) change in Daryl Kenningham’s agreement?

Group 1 Automotive revised Daryl Kenningham’s incentive agreement to restructure severance benefits after certain qualifying terminations. The amendment adjusts cash severance multiples, COBRA health coverage duration, and confirms these severance benefits are his exclusive remedy for employment and termination-related matters.

When is Daryl Kenningham eligible for 1.5x severance from Group 1 Automotive?

He becomes eligible for 1.5 times his base salary plus target annual bonus if he leaves due to the company’s material breach, a Constructive Termination Event, or a Termination Without Cause, along with eighteen months of COBRA coverage and a pro-rated bonus for that year.

How does a Corporate Change affect Daryl Kenningham’s severance at GPI?

If a qualifying termination or involuntary compensation reduction occurs within six months of a Corporate Change, his cash severance multiple increases to 2.0 times salary plus target bonus, and COBRA health coverage is extended to twenty-four months, enhancing his protections around such events.

How and when are severance payments to Daryl Kenningham made?

Severance is paid as a lump sum on the first day of the seventh month after his separation from service. Payment depends on his ongoing compliance with restrictive covenants in the agreement and timely delivery of a release of claims to Group 1 Automotive.

Do any other remedies apply to Daryl Kenningham besides severance benefits?

The amended agreement states that the severance benefits described are his sole and exclusive remedy against Group 1 Automotive and its affiliates concerning his employment and termination, limiting his recourse to the defined severance structure and related benefits.

Will Group 1 Automotive file the full Second Amendment with the SEC?

The company states that the description is only a summary and is qualified by the full Second Amendment. A copy of the amended incentive agreement will be filed with Group 1 Automotive’s next Quarterly Report on Form 10-Q for complete reference.

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Accepted by SEC EDGAR 03/03/2026 - 04:15 PM EST Learn about SEC filing dates

0001031203false00010312032026-03-022026-03-02

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): March 2, 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 (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 40.14d-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

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 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 March 2, 2026, Group 1 Automotive, Inc. (the “Company”) and Mr. Daryl Kenningham entered into a second amendment (the “Second Amendment”) to his Incentive Compensation, Confidentiality, Non-Disclosure and Non-Compete Agreement (as amended, the “Incentive Agreement”), which restructures the severance benefits payable upon certain qualifying termination events. All other terms of the Incentive Agreement remain in full force and effect.

Under the Second Amendment, if Mr. Kenningham terminates his employment due to the Company’s material breach of the Incentive Agreement, or following a Constructive Termination Event or a Termination Without Cause (each as defined in the Incentive Agreement), he is entitled to 1.5 times the sum of his base salary and target annual bonus, eighteen months of COBRA coverage, and a pro-rated bonus for the year of termination. If such termination or an involuntary reduction in his compensation occurs, within six months of a Corporate Change, the multiple increases to 2.0 times and COBRA coverage extends to twenty-four months.

Severance payments are payable in a lump sum on the first day of the seventh month following separation from service, subject to Mr. Kenningham’s compliance with applicable restrictive covenants and timely delivery of a release. The severance benefits under the Incentive Agreement, as amended, remain Mr. Kenningham’s sole and exclusive remedy against the Company and its affiliates with respect to his employment and termination.

The foregoing description of the Second Amendment to Incentive Agreement is only a summary and is qualified in its entirety by the terms of such agreement, a copy of which will be filed with the Company’s next Quarterly Report on Form 10-Q.

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:

March 3, 2026

By:

/s/ Gillian A. Hobson

Name: Gillian A. Hobson

Title: Senior Vice President

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.7 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 22.3 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.7 KB