Group 1 adds Conifer director, caps stake at 19%
Group 1 Automotive adds a Conifer-affiliated director and enters a long-dated support and standstill agreement with a major shareholder.
Rhea-AI Filing Summary
Group 1 Automotive, Inc. (GPI) entered into a Stockholder Agreement with Conifer Management, L.L.C. and related funds, under which the Board will expand from ten to eleven members and appoint Benjamin Hart, an analyst at Conifer, to the Board effective November 1, 2026.
During the defined Support Period, Conifer agrees to vote its Group 1 shares in line with Board recommendations, except on Extraordinary Transactions, and is subject to customary standstill restrictions, including a cap on beneficial ownership at 19% of outstanding common stock or other voting securities. Certain rights, including renomination of Mr. Hart, require Conifer to maintain at least 5% beneficial ownership, and if holdings fall below this threshold, he must tender his resignation. The agreement currently runs until roughly the 2030 annual meeting nomination deadline, with an automatic extension mechanism tied to continued renomination and Mr. Hart’s association with Conifer.
Positive
- None.
Negative
- None.
Filing Explained
After the term, required support covers only holdings above 20%; a limited waiver process can address ownership above the 19% cap after specified company actions.
The agreement is effective, but one added governance effect is deferred: Conifer’s post-term voting obligation covers only its shares above
While Benjamin Hart remains associated with Conifer, the standstill also bars Conifer from acquiring competitor equity and limits its Group 1 trading to the company’s Open Windows, subject to exceptions.
The agreement permits Conifer to request once per calendar year that Group 1 seek manufacturer-framework waivers for ownership above the
8-K Event Classification
4 items: 1.01, 5.02, 7.01, 9.01
4 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 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 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Key Figures
Board size after expansion: 11 directors
Conifer ownership cap: 19% of outstanding Common Stock or Voting Securities
Minimum ownership for certain Conifer rights: 5% of outstanding Common Stock or Voting Securities
+5 more
8 metrics
Board size after expansion
11 directors
Board increased from ten to eleven members in connection with Benjamin Hart’s appointment
Conifer ownership cap
19% of outstanding Common Stock or Voting Securities
Standstill provision in the Stockholder Agreement
Minimum ownership for certain Conifer rights
5% of outstanding Common Stock or Voting Securities
Threshold to maintain nomination rights for the new director
Support Period end reference
30 days before 2030 annual meeting nomination deadline
Scheduled termination point of the initial Support Period
Dealerships operated
249 dealerships
Group 1’s reported dealership count in the U.S. and U.K.
Franchises operated
310 franchises
Group 1’s reported franchise count in the U.S. and U.K.
Collision centers
32 collision centers
Group 1’s reported collision center footprint
Brands offered
37 brands
Number of automobile brands offered through Group 1’s network
Key Terms
Stockholder Agreement, Support Period, standstill restrictions, Voting Securities, +2 more
6 terms
Stockholder Agreement regulatory
"entered into a Stockholder Agreement with Conifer Management, L.L.C."
Support Period regulatory
"During the Support Period, Conifer has agreed to vote all shares"
standstill restrictions regulatory
"Conifer will be subject to customary standstill restrictions, including"
Standstill restrictions are agreements or legal limits that pause or limit certain actions by creditors, shareholders, or counterparties—such as demanding repayment, selling large blocks of shares, or launching takeover moves—for a set period. Like pressing a temporary pause button in a dispute or negotiation, they matter to investors because they affect liquidity, the timing of potential exits, and the balance of control and risk while parties work toward a resolution.
Voting Securities regulatory
"any other securities of the Company entitled to vote in the election of directors"
Voting securities are financial instruments, most commonly common shares, that give the holder the right to vote on a company’s key decisions such as electing the board, approving mergers, or changing bylaws. They matter to investors because voting power determines who controls strategy and oversight—like having a say in household decisions—so the distribution of voting securities affects corporate direction, minority protection, and potential value outcomes.
Open Windows financial
"trading in Common Stock only during Open Windows as defined"
mutual non-disparagement regulatory
"The Stockholder Agreement also includes mutual non-disparagement obligations"
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What did GPI announce regarding its Board of Directors?
Group 1 Automotive’s Board will increase from 10 to 11 directors, and Benjamin Hart, a Conifer investment professional, will join the Board effective November 1, 2026 pursuant to a new Stockholder Agreement with Conifer.
What is the Stockholder Agreement between GPI and Conifer?
The Stockholder Agreement gives Conifer a Board seat and, during the Support Period, requires Conifer to vote its shares with Board recommendations (except on Extraordinary Transactions) and comply with various standstill, voting, confidentiality and non-disparagement provisions.
How much GPI stock can Conifer own under the agreement?
Conifer agrees not to acquire beneficial ownership of more than 19% of Group 1’s outstanding common stock or other voting securities, subject to certain limited exceptions, and some of its rights depend on holding at least 5%.
When does the GPI–Conifer Support Period end and how can it be extended?
The Support Period runs from September 21, 2026 until 30 days before the director-nomination notice deadline for Group 1’s 2030 annual meeting. It can automatically extend if the Company chooses to renominate Mr. Hart and he remains associated with Conifer and accepts renomination.
What happens if Conifer’s ownership in GPI falls below 5%?
If Conifer’s beneficial ownership of Group 1 common stock or other voting securities falls below 5%, certain rights under the Stockholder Agreement lapse, and Benjamin Hart must tender his resignation from the Board.
What business footprint does Group 1 Automotive (GPI) currently report?
Group 1 reports owning and operating 249 dealerships, 310 franchises, and 32 collision centers in the U.S. and U.K., offering 37 brands of automobiles through its dealerships and omni-channel platform.
AI-generated analysis. How Rhea-AI works. Not financial advice.
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 21, 2026
(Exact name of Registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (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:
| 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 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 1.01 Entry into a Material Definitive Agreement.
On September 21, 2026 (the “Effective Date”), Group 1 Automotive, Inc. (the “Company”) entered into a Stockholder Agreement (the “Stockholder Agreement”) with Conifer Management, L.L.C. (“Conifer Management” and, collectively with Conifer Capital Management, L.L.C., Acacia Partners LP, Acacia Conservation Fund LP and each of their controlled Affiliates (as defined in the Stockholder Agreement), “Conifer”).
Pursuant to the Stockholder Agreement, the Board of Directors of the Company (the “Board”) agreed to take all necessary actions to (i) increase the size of the Board from ten (10) to eleven (11) members and (ii) appoint Benjamin Hart, an Analyst at Conifer Management (the “New Director”), to the Board to fill the newly created vacancy resulting from the increase in the size of the Board, effective November 1, 2026.
During the Support Period (as defined below), Conifer has agreed to vote all shares of the Company’s common stock, $0.01 par value per share (the “Common Stock”), beneficially owned by it at all meetings of the Company’s stockholders in accordance with the Board’s recommendations, except that Conifer may vote in its discretion on Extraordinary Transactions (as defined in the Stockholder Agreement). Conifer’s voting obligations will continue after the expiration of the term of the Stockholder Agreement with respect to any shares of Common Stock and any other securities of the Company entitled to vote in the election of directors (“Voting Securities”) beneficially owned by Conifer in excess of 20% of the outstanding shares of Common Stock or 20% of the outstanding Voting Securities, as applicable, as of the record date for the applicable meeting of stockholders.
Pursuant to the Stockholder Agreement, Conifer will be subject to customary standstill restrictions, including, among other things, not: (i) acquiring beneficial ownership of more than 19% of the then-outstanding Common Stock or Voting Securities; (ii) soliciting proxies and related matters; (iii) advising or knowingly encouraging any person with respect to the voting or disposition of any securities of the Company; (iv) acquiring equity securities of any Competitor (as defined in the Stockholder Agreement) of the Company; and (v) while the New Director remains associated with Conifer or its Affiliates, trading in Common Stock only during Open Windows (as defined in the Stockholder Agreement) as defined in the Company’s Securities Trading Policy, each of the foregoing subject to certain exceptions.
The Stockholder Agreement provides that Conifer may request, no more than once per calendar year, that the Company seek waivers under certain framework agreements with vehicle manufacturers to permit Conifer’s beneficial ownership to exceed the 19% ownership cap without triggering change of control provisions under such agreements, but only to the extent such excess results from Company stock repurchases, redemptions or certain other transactions by the Company.
The Stockholder Agreement also includes mutual non-disparagement obligations and provides that the New Director may provide certain confidential information to Conifer subject to a confidentiality agreement between the Company, the New Director and Conifer, in the form attached to the Stockholder Agreement as Exhibit A. The Parties will execute the confidentiality agreement immediately prior to the New Director’s appointment to the Board.
Certain of Conifer’s rights under the Stockholder Agreement, including the Company’s obligation to nominate the New Director for re-election, are conditioned upon Conifer maintaining beneficial ownership of at least 5% of the then-outstanding Common Stock or Voting Securities, and if Conifer’s beneficial ownership falls below this threshold, the New Director must tender his resignation from the Board.
The Stockholder Agreement will terminate on the date that is thirty (30) days prior to the deadline for the submission of stockholder notice of director nominations for the Company’s 2030 annual meeting of stockholders (such deadline exclusive of the thirty (30) days, the “Nomination Notice Deadline,” and the period from the Effective Date until the Nomination Notice Deadline, the “Support Period”). The Stockholder Agreement is subject to automatic extension if (i) the Company informs the New Director no later than fifty (50) days prior to the deadline for the submission of stockholder notice of director nominations for the Company’s next annual meeting of stockholders following the end of the Support Period that the Company intends to nominate the New Director for re-election at such annual meeting of stockholders, and (ii) the New Director remains associated with Conifer or its Affiliates (whether as an employee, consultant or other similar position) and accepts such renomination. The extension mechanism applies successively at the end of each extended Support Period.
The information set forth under Item 5.02 of this Current Report on Form 8-K is incorporated into this Item 1.01 by reference.
The foregoing description does not purport to be complete and is qualified in its entirety by reference to the Stockholder Agreement, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Pursuant to the Stockholder Agreement described in Item 1.01 above, the Board appointed Mr. Hart as a member of the Board, effective November 1, 2026.
Mr. Hart is a member of the investment team for the Acacia funds, the investment funds managed by Conifer Management. He has nearly two decades of investment experience, having previously served as a Portfolio Manager at Glenville Capital Management and as a Senior Research Analyst and member of the Investment Selection Committee at The Haverford Trust Company. Mr. Hart currently serves on the board of directors of CelLBxHealth, a U.K.-based cancer diagnostics company, and previously served on the board of directors of Applied Technology Partners. He holds a Bachelor of Arts from Franklin & Marshall College, where he graduated cum laude, and is a CFA charterholder.
Mr. Hart 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.
There are no arrangements or understandings between Mr. Hart and any other persons pursuant to which Mr. Hart was appointed as a member of the Board, other than with respect to matters referred to in Item 1.01 of this Current Report on Form 8-K. Mr. Hart does not have any transactions with the Company reportable under Item 404(a) of Regulation S-K, and there is no family relationship between any director or executive officer of the Company and Mr. Hart.
The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated into this Item 5.02 by reference.
Item 7.01 Regulation FD Disclosure.
On September 22, 2026, the Company issued a press release announcing Mr. Hart’s appointment to the Board and the Company’s entry into the Stockholder Agreement. 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 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |||||||||||||
10.1 | Stockholder Agreement, dated September 21, 2026, by and between Group 1 Automotive, Inc. and Conifer Management, L.L.C. (collectively with Conifer Capital Management, L.L.C., Acacia Partners LP, Acacia Conservation Fund LP and each of their controlled Affiliates) | |||||||||||||
99.1 | Press release issued September 22, 2026 by Group 1 Automotive, Inc. | |||||||||||||
| 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 hereunto duly authorized.
| Group 1 Automotive, Inc. | |||||||||||||||||||||||
| Date: | September 22, 2026 | By: | /s/ Gillian A. Hobson | ||||||||||||||||||||
| Name: Gillian A. Hobson | |||||||||||||||||||||||
| Title: Senior Vice President | |||||||||||||||||||||||
Exhibit 99.1
FOR IMMEDIATE RELEASE
Group 1 Automotive Appoints Benjamin Hart to Board of Directors
HOUSTON, TX, September 22, 2026 — Group 1 Automotive, Inc. (NYSE: GPI) (“Group 1” or the “Company”) today announced the appointment of Benjamin Hart to its Board of Directors (the “Board”), effective November 1, 2026. In connection with Mr. Hart’s appointment, the Board will expand from ten to eleven directors. Mr. Hart is a member of the investment team for the Acacia funds, the investment funds managed by Conifer Management L.L.C. (“Conifer”), one of Group 1’s largest shareholders.
“We are very pleased to welcome Ben to our Board,” said Charles Szews, Group 1’s Non-Executive Chair of the Board. “Considering our shareholders’ perspectives is central to how our Board operates, and we believe there is real value in having the viewpoint of one of our largest long-term shareholders represented directly in the boardroom. We appreciate the constructive engagement we have had with Conifer and look forward to Ben's contributions as we continue to execute our strategy.”
“Ben Hart and Conifer have been valued investors in Group 1 for many years, and we’ve developed a close relationship built on mutual respect and open dialogue,” said Daryl Kenningham, Group 1’s President and Chief Executive Officer. “We have always greatly valued their thoughtful and well-considered feedback, as well as their deep understanding of our industry and Group 1’s competitive advantages and opportunities. We look forward to welcoming Ben to the Board and working closely with him as we continue to build long-term value for all Group 1 shareholders.”
“I am honored to join the Group 1 Board,” said Mr. Hart. “Conifer is a long-term shareholder of Group 1 because we believe in the strength of its business, its thoughtful and operationally intensive management team, and the significant opportunities that lie ahead. I look forward to working with my fellow directors and the management team to help capture those opportunities and drive long-term value for all of Group 1’s shareholders.”
Mr. Hart’s appointment was made in connection with a stockholder agreement (the “Agreement”) between the Company and Conifer. The Agreement includes certain customary standstill, voting, confidentiality, mutual non-disparagement and other provisions. The Company will file the Agreement with the U.S. Securities and Exchange Commission (the “SEC”) as an exhibit to a Current Report on Form 8-K.
About Benjamin Hart
Mr. Hart is a member of the investment team for the Acacia funds, the investment funds managed by Conifer. He has nearly two decades of investment experience, having previously served as a Portfolio Manager at Glenville Capital Management and as a Senior Research Analyst and member of the Investment Selection Committee at The Haverford Trust Company. Mr. Hart currently serves on the board of directors of CelLBxHealth, a UK-based cancer diagnostics company, and previously served on the board of directors of Applied Technology Partners. He holds a Bachelor of Arts from Franklin & Marshall College, where he graduated cum laude, and is a CFA charterholder.
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 contracts; provides automotive maintenance and repair services; and sells vehicle parts.
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FORWARD-LOOKING STATEMENTS
This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, which are statements related to future, not past, events and are based on our current expectations and assumptions regarding our business, the economy and other future conditions. In this context, the forward-looking statements include statements regarding the proposed offering, the intended use of proceeds and the pending Hennessy Acquisition. These forward-looking statements often contain words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “should,” “foresee,” “may” or “will” and similar expressions. 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. These risks and uncertainties include, among other things, (a) general economic and business conditions, (b) the impacts of sustained levels of inflation, including reduced affordability of automobiles for consumers, (c) developments in U.S. and global trade policy, including the imposition by the U.S. of significant tariffs on the import of automobiles and certain materials used in our parts and services business and the resulting consequences (including, but not limited to, retaliatory tariffs by non-U.S. nations, supply chain disruptions, vehicle and part cost increases and demand decreases, and potential recessions in the U.S. and U.K.) and the passage of the “One Big Beautiful Bill,” including the associated impact on tax deductions in the domestic car industry and the elimination of certain clean energy tax credits, which could impact incentives for electric vehicle production and sales, (d) the level of manufacturer incentives, (e) our ability to comply with extensive laws, regulations and policies applicable to our operations, including BEV mandates in the U.K., and their impact on new vehicle demand, (f) our ability to obtain an inventory of desirable new and used vehicles (including as a result of changes in the international trade environment), (g) our relationship with our automobile manufacturers and the willingness of manufacturers to approve future acquisitions, (h) our cost of financing and the availability of credit for consumers, (i) our ability to complete acquisitions and dispositions, including the pending Hennessy Acquisition, on a timely basis, if at all and the risks associated therewith, (j) our ability to successfully integrate recent and future acquisitions, including the Hennessy Acquisition, and realize the expected benefits from consummated acquisitions, (k) foreign exchange controls and currency fluctuations, (l) the armed conflicts in Ukraine and the Middle East, including that between the U.S. and Iran, (m) broader macroeconomic challenges in the U.K., including inflationary pressures, fluctuations in interest and foreign exchange rates and overall economic volatility, which could further impact vehicle affordability, demand and our financial performance in that market, (n) our ability to maintain sufficient liquidity to operate, and (o) a material failure in or breach of our vendors’ information technology systems and other cybersecurity incidents. 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.
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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
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