Group 1 Automotive (GPI) CEO reports tax-withholding of 804 common shares

Rhea-AI Filing Summary

Group 1 Automotive President & CEO Daryl Kenningham reported a tax-related share disposition. On this Form 4, 804 shares of common stock were surrendered at $331.59 per share to cover tax withholding, a non-market transaction. After this, he directly holds 44,471.45 shares and indirectly holds 22,482.46 shares 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)
02/19/2026

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	02/19/2026		F		804	D	$331.59	44,471.45	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	02/20/2026
	** 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 GPI CEO Daryl Kenningham report on this Form 4?

Daryl Kenningham reported a tax-withholding disposition of 804 Group 1 Automotive common shares. The shares, valued at $331.59 each, were surrendered to cover tax obligations rather than sold in the open market.

How many Group 1 Automotive (GPI) shares did the CEO dispose of for taxes?

The CEO disposed of 804 common shares of Group 1 Automotive to satisfy tax withholding. This transaction used a price of $331.59 per share and was coded as a tax-liability payment, not an open-market sale.

How many GPI shares does Daryl Kenningham own after this Form 4 transaction?

After the reported activity, Daryl Kenningham directly owns 44,471.45 shares of Group 1 Automotive. He also has indirect ownership of 22,482.46 shares held through the Kenningham Management Trust, as reflected in the filing.

Was the GPI CEO’s Form 4 transaction an open-market sale or tax withholding?

The Form 4 shows a tax-withholding disposition, not an open-market sale. Code “F” indicates shares were delivered back to satisfy tax liabilities associated with equity compensation, rather than being sold to outside investors.

What does the Kenningham Management Trust holding mean for GPI share ownership?

The filing reports 22,482.46 GPI shares held indirectly through the Kenningham Management Trust. This reflects additional beneficial ownership separate from Kenningham’s directly held 44,471.45 shares of Group 1 Automotive common stock.