GPI CMO acquires 743 shares via ESPP

Group 1 Automotive SVP and Chief Marketing Officer Shelley Washburn reported an acquisition of 743 shares of Group 1 Automotive common stock on February 10, 2026.

Rhea-AI Filing Summary

Group 1 Automotive SVP and Chief Marketing Officer Shelley Washburn reported an acquisition of 743 shares of Group 1 Automotive common stock on February 10, 2026. The shares were acquired at a price of $0 per share, reflecting participation in the company’s Employee Stock Purchase Plan.

Following this transaction, Washburn directly holds a total of 1,670.31 shares of common stock. According to the footnote, the employee stock purchase plan offers a 15% discount, using the lower of the stock’s closing price on the first or last day of the quarter.

Insider Trade Summary

Grant/Award: 743 shares

Grant/Award 1 txn

Insider Washburn Shelley

Role SVP, Chief Marketing Officer

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	743	$0.00	$0.00

Holdings After Transaction: Common Stock — 1,670.31 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

What insider transaction did GPI executive Shelley Washburn report on this Form 4?

Shelley Washburn reported acquiring 743 shares of Group 1 Automotive (GPI) common stock. The transaction occurred on February 10, 2026, and was coded as an acquisition under an employee plan, increasing her direct holdings to a total of 1,670.31 shares after the transaction.

What is Shelley Washburn’s role at Group 1 Automotive (GPI)?

Shelley Washburn is an officer of Group 1 Automotive, serving as Senior Vice President and Chief Marketing Officer. This role is disclosed in the filing, which identifies her as an officer rather than a director or 10% owner, clarifying the capacity in which she reports the transaction.

How many Group 1 Automotive shares does Shelley Washburn own after this transaction?

After the reported acquisition, Shelley Washburn directly owns 1,670.31 shares of Group 1 Automotive common stock. This figure includes the 743 shares acquired in the latest transaction, as shown in the beneficial ownership column for non-derivative securities in the Form 4 table.

At what price were the newly acquired GPI shares recorded in the Form 4?

The 743 shares of Group 1 Automotive common stock were recorded at a price of $0 per share. This reflects the structure of the Employee Stock Purchase Plan, where the effective purchase price incorporates a discount rather than appearing as a standard market-price cash transaction.

What does the footnote about the Group 1 Automotive Employee Stock Purchase Plan explain?

The footnote explains that the reported shares include purchases under Group 1 Automotive’s Employee Stock Purchase Plan. The plan provides a 15% stock purchase discount, based on the stock’s closing price on either the first or last day of the quarter, whichever closing price is lower.

Is this GPI Form 4 transaction a direct or indirect holding for Shelley Washburn?

The Form 4 shows the shares as a direct holding for Shelley Washburn. The ownership code is marked as “D” for direct, and no nature of indirect beneficial ownership is listed, indicating that the shares are held in her own name rather than through another entity.

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Accepted by SEC EDGAR 02/12/2026 - 08:12 PM 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^*

Washburn Shelley

(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, Chief Marketing Officer

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		743	A	$0	1,670.31(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 Shelley Washburn	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.