Group 1 Automotive SVP acquires 1,114 ESPP shares

Group 1 Automotive insider activity centers on an employee stock purchase.

Rhea-AI Filing Summary

Group 1 Automotive insider activity centers on an employee stock purchase. Senior VP of Human Resources Melkeya McDuffie reported acquiring 1,114 shares of Group 1 Automotive common stock on February 10, 2026, coded as an acquisition grant.

These shares were obtained through the company’s Employee Stock Purchase Plan, which offers a 15% discount based on the lower closing price on the first or last day of the quarter. Following this transaction, McDuffie directly beneficially owns a total of 1,417.1 Group 1 Automotive common shares.

Insider Trade Summary

Grant/Award: 1,114 shares

Grant/Award 1 txn

Insider McDuffie Melkeya

Role Senior VP, Human Resources

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	1,114	$0.00	$0.00

Holdings After Transaction: Common Stock — 1,417.1 shares (Direct)

Footnotes (1)

1. F1. Includes shares purchased in the Group 1 Automotive, Inc. Employee Stock Purchase Plan. The plan provides for a stock purchase discount of 15%, and is calculated using the stock closing price of the first or last day of the quarter, whichever is lower.

FAQ

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What insider transaction did GPI report for Melkeya McDuffie?

Group 1 Automotive reported that Senior VP of Human Resources Melkeya McDuffie acquired 1,114 common shares on February 10, 2026. The Form 4 identifies this as a grant or other acquisition under the company’s Employee Stock Purchase Plan at a discounted purchase price.

How many Group 1 Automotive (GPI) shares does McDuffie now own?

After the reported acquisition, Melkeya McDuffie beneficially owns 1,417.1 Group 1 Automotive common shares directly. This figure includes the 1,114 shares acquired through the Employee Stock Purchase Plan transaction disclosed for February 10, 2026, along with previously held shares.

What price applied to McDuffie’s GPI share acquisition on the Form 4?

The Form 4 lists a per-share price of $0.00 for McDuffie’s 1,114-share acquisition. A footnote explains these are Employee Stock Purchase Plan shares bought at a 15% discount from the lower of the quarter’s first- or last-day closing stock price.

What is the Group 1 Automotive Employee Stock Purchase Plan mentioned in the filing?

The Employee Stock Purchase Plan allows eligible Group 1 Automotive employees to buy company stock at a 15% discount. The discount is based on the lower closing price on either the first or last trading day of the quarter, according to the filing’s footnote.

What role does Melkeya McDuffie hold at Group 1 Automotive (GPI)?

Melkeya McDuffie serves as Senior Vice President, Human Resources at Group 1 Automotive. Her status as an officer requires public reporting of company stock transactions on Form 4, including acquisitions under the Employee Stock Purchase Plan like the 1,114-share purchase reported.

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Accepted by SEC EDGAR 02/12/2026 - 08:07 PM EST Learn about SEC filing dates

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

McDuffie Melkeya

(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)
	Senior VP, Human Resources

3. Date of Earliest Transaction (Month/Day/Year)
02/10/2026

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	02/10/2026		A		1,114	A	$0	1,417.1(1)	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:

1. Includes shares purchased in the Group 1 Automotive, Inc. Employee Stock Purchase Plan. The plan provides for a stock purchase discount of 15%, and is calculated using the stock closing price of the first or last day of the quarter, whichever is lower.

	Brandon Brunet, attorney-in-fact for Melkeya McDuffie	02/12/2026
	** 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.