Group 1 Automotive (GPI) CEO reports zero-cost common stock awards

Rhea-AI Filing Summary

Group 1 Automotive President & CEO Daryl Kenningham reported stock awards of common shares. He acquired 10,914 shares on January 27, 2026 and 11,793 shares on February 11, 2026, both at a reported price of $0 per share as equity grants.

After these awards, he directly held 37,188.45 shares following the January transaction and 48,981.45 shares following the February transaction. The filing also notes indirect beneficial ownership of 22,482.46 common shares through the Kenningham Management Trust.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider Kenningham Daryl

Role President & CEO

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	11,793	$0.00	--
Grant/Award	Common Stock	10,914	$0.00	--
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 48,981.45 shares (Direct); Common Stock — 22,482.46 shares (Indirect, Kenningham Management Trust)

Footnotes (1)

Form 4 Insider Transactions: What Each Field Means →

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^*

Kenningham Daryl

(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
X	Officer (give title below)		Other (specify below)
	President & CEO

3. Date of Earliest Transaction (Month/Day/Year)
01/27/2026

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	01/27/2026		A		10,914	A	$0	37,188.45	D
Common Stock	02/11/2026		A		11,793	A	$0	48,981.45	D
Common Stock								22,482.46	I	Kenningham Management Trust

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 Daryl A. Kenningham	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.

FAQ

What insider transactions did GPI President & CEO Daryl Kenningham report on this Form 4?

Daryl Kenningham reported acquiring 10,914 Group 1 Automotive common shares on January 27, 2026 and 11,793 shares on February 11, 2026. Both transactions are coded as awards or other acquisitions at a reported price of $0 per share.

Were Daryl Kenningham’s GPI stock acquisitions open-market purchases or grants?

The reported acquisitions are grants or awards, not open-market buys. Both transactions use code “A” with a description of grant, award or other acquisition, and show a transaction price per share of $0.0000, indicating equity compensation awards.

How many GPI shares does Daryl Kenningham directly own after these transactions?

Following the January 27, 2026 award, Kenningham directly beneficially owned 37,188.45 Group 1 Automotive common shares. After the February 11, 2026 award, his direct beneficial ownership increased to 48,981.45 common shares, as shown in the Form 4 data.

Does Daryl Kenningham report any indirect ownership of GPI stock?

Yes. The filing lists 22,482.46 Group 1 Automotive common shares as indirectly beneficially owned. These shares are held through the Kenningham Management Trust, which is identified as the nature of indirect beneficial ownership in the report.

What is the role of Daryl Kenningham at Group 1 Automotive (GPI)?

Daryl Kenningham is reported as both a Director and an Officer of Group 1 Automotive. His officer title is listed as President & CEO, and he is not marked as a 10% owner in the relationship section of the filing.

What transaction code is used for Daryl Kenningham’s GPI stock awards?

Both reported stock transactions use transaction code “A”, described as a grant, award, or other acquisition. This code indicates the shares were received as part of compensation or a similar award, rather than bought or sold on the open market.