Group 1 Automotive (GPI) CFO uses 201 shares to cover tax withholding

Rhea-AI Filing Summary

Group 1 Automotive SVP & CFO Daniel James McHenry reported a tax-related stock transaction. On this date, he disposed of 201 shares of common stock at an average price of $331.59 per share to satisfy tax withholding obligations. After this non-market disposition, he directly holds 17,388.4188 shares of Group 1 Automotive common stock.

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^*

MCHENRY DANIEL JAMES

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
02/19/2026

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
Common Stock	02/19/2026		F		201	D	$331.59	17,388.4188	D

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

Explanation of Responses:

	/s/ Brandon Brunet, Attorney-in-Fact for Daniel J. McHenry	02/20/2026
	** 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 for Daniel James McHenry?

Group 1 Automotive reported that SVP & CFO Daniel James McHenry disposed of 201 shares of common stock to cover tax withholding obligations, using shares valued at $331.59 each, in a routine, non-market Form 4 transaction.

How many Group 1 Automotive (GPI) shares did the CFO use for tax withholding?

The CFO used 201 shares of Group 1 Automotive common stock for tax withholding. These shares were valued at $331.59 each under a transaction coded “F,” which indicates payment of tax liability by delivering securities, rather than an open-market sale.

What does transaction code "F" mean in the Group 1 Automotive (GPI) Form 4?

Transaction code “F” indicates shares were disposed of to pay an exercise price or tax liability by delivering securities. For Group 1 Automotive, the CFO delivered 201 shares to satisfy tax withholding, not as an open-market sale of stock.

How many Group 1 Automotive (GPI) shares does the CFO own after this Form 4 transaction?

After the tax-withholding disposition, the CFO directly holds 17,388.4188 shares of Group 1 Automotive common stock. This figure reflects his remaining direct ownership following the delivery of 201 shares to satisfy tax-related obligations.

Was the Group 1 Automotive (GPI) CFO’s Form 4 transaction a market sale?

No, the transaction was not a market sale. It was coded “F,” meaning the CFO disposed of 201 shares to pay tax liability by delivering stock, a common administrative transaction rather than a discretionary open-market sale.