Group 1 Automotive (NYSE: GPI) discloses 575 RSU grant to director

Rhea-AI Filing Summary

Group 1 Automotive, Inc. reported an equity-related transaction involving director MaryAnn Wright. On 01/02/2026, she acquired 575 restricted stock units (RSUs), each representing a contingent right to receive the cash value of one share of Group 1 Automotive common stock. The RSUs have an exercise price of $0 and will be settled in a lump-sum cash payment on the date of the director's separation from service, as defined under applicable tax regulations. Following this grant, she beneficially owned 19,415 derivative securities related to the company, held directly.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Wright MaryAnn

(Last) (First) (Middle)

730 TOWN & COUNTRY BLVD

SUITE 500

(Street)

HOUSTON TX 77024

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
GROUP 1 AUTOMOTIVE INC [ GPI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
01/02/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	$0(1)	01/02/2026		A		575		(2)	(2)	Common Stock	575	$0	19,415	D

Explanation of Responses:

1. Each restricted stock unit represents a contingent right to receive the cash value of one share of Group 1 Automotive, Inc. common stock.

2. The restricted stock units settle on the date of the director's separation from service, as such term is defined in Section 1.409A-1(h) under Title 26 of the Internal Revenue Code, and will be settled in a lump sum cash payment.

	/s/ Brandon Brunet, Attorney-in-Fact for MaryAnn Wright	01/06/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transaction did Group 1 Automotive (GPI) report in this filing?

The filing reports that director MaryAnn Wright acquired 575 restricted stock units (RSUs) tied to Group 1 Automotive common stock on 01/02/2026.

How many Group 1 Automotive RSUs were granted to the director and at what price?

The director received 575 restricted stock units with a conversion or exercise price of $0 per unit, as disclosed in the derivative securities table.

What do the restricted stock units reported by GPI represent?

Each restricted stock unit represents a contingent right to receive the cash value of one share of Group 1 Automotive, Inc. common stock.

When will the Group 1 Automotive RSUs reported in this Form 4 be settled?

The RSUs will settle on the date of the director's separation from service and will be paid in a lump sum cash payment, as described in the explanation of responses.

How many derivative securities does the reporting person hold after this GPI transaction?

After the reported transaction, the director beneficially owned 19,415 derivative securities related to Group 1 Automotive common stock, held in direct ownership form.

Is the reporting person a director or officer of Group 1 Automotive (GPI)?

The reporting person is identified as a director of Group 1 Automotive, Inc., according to the relationship section of the form.