Group 1 Automotive (GPI) director discloses cash-settled restricted stock units

Rhea-AI Filing Summary

Group 1 Automotive, Inc. director Carin M. Barth reported an equity-related compensation award. On 01/02/2026, she acquired 575 restricted stock units, each representing the contingent right to receive the cash value of one share of Group 1 Automotive common stock. These units have an exercise price of $0 and are reported as derivative securities.

The restricted stock units will be settled in a lump-sum cash payment on the date of the director's separation from service, as defined under the Internal Revenue Code. Following this transaction, Barth beneficially owned 13,752 derivative securities related to Group 1 Automotive, 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^*

BARTH CARIN MARCY

(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	13,752	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 Carin M. Barth	01/06/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did Group 1 Automotive (GPI) report for director Carin M. Barth?

Director Carin M. Barth reported acquiring 575 restricted stock units on 01/02/2026, classified as derivative securities tied to Group 1 Automotive common stock.

What does each restricted stock unit represent in the GPI insider filing?

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

How and when will the Group 1 Automotive (GPI) director’s restricted stock units be settled?

The restricted stock units will settle in a lump-sum cash payment on the date of the director's separation from service, as defined in Section 1.409A-1(h) of the Internal Revenue Code.

What was the exercise or conversion price of the restricted stock units reported by GPI?

The filing states an exercise or conversion price of $0 for these restricted stock units.

How many derivative securities does the GPI director beneficially own after this transaction?

After the reported transaction, the director beneficially owned 13,752 derivative securities related to Group 1 Automotive, held directly.

Is the ownership of the Group 1 Automotive (GPI) derivative securities direct or indirect?

The filing reports the ownership form as Direct (D) for the 13,752 derivative securities following the transaction.