Group 1 Automotive (GPI) CEO reports tax-related share disposition

Rhea-AI Filing Summary

Group 1 Automotive President & CEO Daryl Kenningham reported an insider transaction dated 02/12/2026. A Form 4 entry shows a tax-withholding disposition (transaction code F) of 2,125 shares of common stock at $338.54 per share, used to cover tax liabilities.

Following this transaction, Kenningham directly beneficially owned 46,856.45 shares of Group 1 Automotive common stock. The filing also reports a further 22,482.46 shares held indirectly through the Kenningham Management Trust.

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^*

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)
02/12/2026

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	02/12/2026		F		2,125	D	$338.54	46,856.45	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	02/13/2026
	** 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).
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FAQ

What insider transaction did Group 1 Automotive (GPI) report on February 12, 2026?

Group 1 Automotive reported a Form 4 transaction by President & CEO Daryl Kenningham on February 12, 2026. It recorded a tax-withholding disposition of common stock, rather than an open-market trade, to satisfy tax obligations tied to equity compensation.

How many GPI shares were disposed of for tax withholding by the CEO?

The filing shows a tax-withholding disposition of 2,125 shares of Group 1 Automotive common stock. These shares were valued at $338.54 per share for this purpose and were used to cover tax liabilities, not as an ordinary buy or sell transaction.

How many Group 1 Automotive (GPI) shares does CEO Daryl Kenningham own after the transaction?

After the reported tax-withholding transaction, Daryl Kenningham directly beneficially owned 46,856.45 shares of Group 1 Automotive common stock. In addition, the Form 4 reports 22,482.46 shares held indirectly through the Kenningham Management Trust, reflecting his overall reported holdings.

What does transaction code F mean in the GPI Form 4 filing?

Transaction code F indicates payment of an exercise price or tax liability by delivering securities. In this case, Group 1 Automotive’s CEO used 2,125 shares of common stock at $338.54 per share to cover tax obligations related to equity compensation.

What indirect holdings in Group 1 Automotive (GPI) are reported for the CEO?

The Form 4 reports that 22,482.46 shares of Group 1 Automotive common stock are held indirectly through the Kenningham Management Trust. This is separate from the CEO’s direct ownership and reflects additional beneficial ownership through a trust structure.

Is the reported GPI CEO transaction an open-market sale or a tax-related transfer?

The reported transaction is a tax-withholding disposition, not an open-market sale. Shares were delivered at $338.54 per share under transaction code F to satisfy tax liabilities associated with the CEO’s equity awards, a common administrative type of insider transaction.