Every 8-K that Group 1 Automotive Inc (GPI) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow GPI and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full GPI filings page.
Group 1 Automotive, Inc. (GPI) announced a private offering of $1,250.0 million of senior unsecured notes, consisting of $625.0 million due 2032 and $625.0 million due 2035. The company expects to use the net proceeds, with cash on hand, primarily to fund the pending Hennessy dealership and real estate acquisition and related costs.
Pending that closing, Group 1 plans to temporarily repay borrowings under its acquisition line and then reborrow at closing. If the Hennessy acquisition is not completed by the defined Special Mandatory Redemption Outside Date or certain other events occur, all 2032 Notes must be redeemed at 100% of their initial issue price plus accrued interest. Hennessy generated $1,726.2 million of revenue and $124.0 million of adjusted EBITDA for the twelve months ended March 31, 2026, while Group 1’s pro forma adjusted EBITDA for the transactions is $1,038.8 million and its net leverage ratio is 4.2x.
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.
Group 1 Automotive, Inc. entered into a Purchase and Sale Agreement to acquire substantially all assets of the Hennessy Automobile Companies’ 10 automobile dealerships and one collision center in the greater Atlanta market for an expected aggregate Purchase Price of approximately $1.3 billion plus inventory, subject to customary adjustments. The structure includes a $10.0 million escrow deposit within five business days and an $80.0 million post-closing escrow released in stages over 3, 9 and 18 months, and closing is conditioned on manufacturer consents and Hart-Scott-Rodino clearance within 160 days, extendable to 190 days. Sellers and principals agreed to three-year non-competition and non-solicitation covenants, and Group 1 will receive a transitional, royalty-free license to use certain “Hennessy” trademarks. Financing is supported by a JPMorgan commitment for a 364-day senior unsecured bridge facility of $1.25 billion, and the company expects to fund the Purchase Price through $1.25 billion of new debt backstopped by this bridge facility.
For the quarter ended June 30, 2026, Group 1 reported total revenues of $5,385.1 million, down (5.6)% from the prior-year quarter, and net income from continuing operations of $103.0 million versus $139.8 million. Adjusted net income from continuing operations was $114.9 million. Diluted earnings per share from continuing operations were $8.62, with adjusted diluted EPS of $9.61. Gross profit declined (8.0)% to $860.6 million, while SG&A expenses increased to 72.4% of gross profit, or 70.8% on an adjusted basis. As of June 30, 2026, cash and cash equivalents rose to $164.5 million, total debt decreased to $3,363.0 million, and total equity was $2,952.2 million. Year to date, the company repurchased 205,190 shares, about 1.7% of shares outstanding at January 1, 2026, for $72.4 million at an average price of $353.08, ending the quarter with 11,925,913 shares (including unvested restricted stock) and $306.3 million remaining under its repurchase authorization. Management cited completion of a $50 million annualized U.S. expense reduction initiative, ongoing U.S. acquisitions, U.K. Jaguar/Land Rover dealership disposals totaling about $900 million in annualized revenues, and the opening of the first of three planned Geely locations in the U.K.
Group 1 Automotive, Inc. plans to release financial results for the second quarter ended June 30, 2026 on July 30, 2026 before the market opens. Later that morning, management will host a conference call at 10:00 a.m. ET, accessible via webcast and telephone.
The webcast replay will be available for 30 days, and a telephonic replay will run through August 6, 2026. Group 1 is a Fortune 250 automotive retailer operating 252 dealerships, 313 franchises, and 32 collision centers across the United States and the United Kingdom.
Group 1 Automotive, Inc. has appointed Daniel McHenry as President and Chief Executive Officer of its UK business, effective May 19, 2026, subject to formal regulatory approval. He will continue to serve as the Company’s Chief Financial Officer and will report to President and CEO Daryl Kenningham.
McHenry succeeds Mark Raban, who is leaving the Company after two years leading the UK business. McHenry previously spent 13 years in Group 1’s UK operations and served as UK Finance Director before becoming CFO in 2020, giving him extensive experience with the region.
Group 1 operates 253 automotive dealerships, 313 franchises, and 32 collision centers in the United States and the United Kingdom, offering 36 brands of automobiles through its physical locations and omni-channel platform.
Group 1 Automotive, Inc. held its 2026 annual meeting and adopted governance and capital return actions. Stockholders approved an amendment to the Certificate of Incorporation and corresponding bylaws so that holders of at least 25% of outstanding common shares can call a special meeting, subject to procedural requirements.
All nine director nominees were elected, executive compensation was approved on a non-binding advisory basis, and Deloitte & Touche LLP was ratified as auditor for the fiscal year ending December 31, 2026. A separate management proposal enabling a shareholder right to call special meetings passed, while a similar shareholder proposal did not.
The board declared a quarterly cash dividend of $0.55 per share, payable on June 15, 2026 to stockholders of record on June 1, 2026. The dividend aligns with the 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.
Group 1 Automotive, Inc. reported first quarter 2026 results with total revenues of $5.4 billion, down 1.8% from the prior-year quarter, while net income from continuing operations increased to $129.9 million.
Diluted earnings per common share from continuing operations rose to $10.82, driven by a $2.87 per share benefit from gains on asset dispositions. On a non-GAAP basis, adjusted diluted earnings per share from continuing operations were $8.66, compared with $10.17 a year earlier.
The U.K. segment delivered record quarterly gross profit of $230.6 million, up 6.3%, supported by strong same store parts, service, and finance and insurance performance. Consolidated parts and service gross profit rose to $400.0 million, with gross margin improving to 56.8%.
During the quarter, the company acquired three U.K. dealerships expected to generate about $135 million in annual revenues and disposed of four dealerships that had generated approximately $570 million in annual revenues. It also repurchased 205,190 shares for $72.4 million, leaving 11,900,611 outstanding common shares and unvested restricted stock awards as of March 31, 2026, and had $306.3 million remaining under its board-authorized repurchase program.
Group 1 Automotive, Inc. announced it will release financial results for the first quarter ended March 31, 2026 on April 30, 2026 before the market opens. The company will host a conference call that day at 10:00 a.m. ET, with a live webcast and 30-day replay available online.
Group 1 is a Fortune 250 automotive retailer that owns and operates 253 dealerships, 313 franchises, and 32 collision centers in the United States and United Kingdom, offering 36 automobile brands. The update is provided under a Regulation FD disclosure to give investors equal access to information about the upcoming results discussion.
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.
Group 1 Automotive, Inc. announced that its board of directors approved a higher 2026 annual dividend rate of $2.20 per share, a 10% increase from the 2025 rate of $2.00 per share. The company also declared a quarterly cash dividend of $0.55 per share, payable on March 16, 2026 to stockholders of record as of March 2, 2026. This continues the company’s practice of returning cash to shareholders through regular dividends.
Group 1 Automotive, Inc. reported that it has released its financial results for the three months and year ended December 31, 2025. On January 29, 2026, the company issued a press release describing these results, which is included as Exhibit 99.1 to this report.
The company notes that the earnings information furnished under Item 2.02, including the press release, is not considered “filed” for liability purposes under the Securities Exchange Act of 1934, unless specifically incorporated by reference into another securities filing.
Group 1 Automotive, Inc. reported that it will hold a conference call on January 29, 2026, at 10:00 a.m. Eastern Time to discuss its financial results for the fourth quarter and full year ended December 31, 2025. The company disclosed this plan through a current report and referenced a press release providing additional details. The press release is furnished as an exhibit and is not treated as filed for liability purposes under securities laws.
Group 1 Automotive announced that its Board increased the common stock repurchase authorization by $457 million to a total of $500 million. The program allows purchases from time to time in the open market or through privately negotiated transactions, subject to market conditions, legal requirements, and other corporate considerations.
The Board also approved a $0.50 per-share cash dividend, payable on December 15, 2025, to stockholders of record as of December 1, 2025. The company noted it provided an update on year-to-date repurchase activity.
Group 1 Automotive (GPI) furnished an 8-K announcing its financial results for the three and nine months ended September 30, 2025, via a press release attached as Exhibit 99.1.
The Item 2.02 information, including Exhibit 99.1, is furnished and not deemed filed under Section 18 of the Exchange Act, and may be incorporated by reference only if expressly stated.
Group 1 Automotive (GPI) announced it will host a conference call on October 28, 2025 at 9:00 a.m. ET, following the release of financial results for the third quarter ended September 30, 2025. The company disclosed this under Regulation FD to notify investors of the timing of its Q3 results and discussion. A related press release is included as Exhibit 99.1.
Group 1 Automotive announced two corporate actions and attached the related press releases as exhibits. The company named Melkeya McDuffie as Senior Vice President and Chief Human Resources Officer, a senior leadership appointment intended to fill its top HR role. The filing references a press release describing the appointment.
Separately, the Board approved a $0.50 per-share cash dividend for the third quarter of 2025, payable on September 16, 2025 to stockholders of record as of September 2, 2025. The company also provided an update on year-to-date share repurchase activity and listed the two press releases as Exhibits 99.1 and 99.2 for further detail.
Event: On August 4, 2025, Group 1 Automotive, Inc. (GPI) announced expansion of its U.S. operations with the acquisition of one Mercedes-Benz dealership located in Georgia. The filing cites Item 8.01 and states the press release is attached as Exhibit 99.1 and incorporated by reference.
Disclosures: Item 9.01 lists Exhibits 99.1 (press release dated August 4, 2025) and 104 (Cover Page Inline XBRL). The 8-K does not include purchase price, transaction terms, pro forma financial statements, or accounting treatment. The report was signed August 5, 2025 by Senior Vice President Gillian A. Hobson.