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Group 1 Automotive (GPI) awards 336 cash-settled RSUs to director Kimbell

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

GROUP 1 AUTOMOTIVE INC director David C. Kimbell received a grant of 336 Restricted Stock Units. Each unit represents a contingent right to the cash value of one share of common stock. The units carry no exercise price and will be settled in a lump sum cash payment upon his separation from service.

Positive

  • None.

Negative

  • None.
Insider Kimbell David C
Role Director
Type Security Shares Price Value
Grant/Award Restricted Stock Units F1, F2 336 $0.00 $0.00
Holdings After Transaction: Restricted Stock Units — 336 shares (Direct)
Footnotes (2)
  1. F1. Each restricted stock unit represents a contingent right to receive the cash value of one share of Group 1 Automotive, Inc. common stock.
  2. F2. The restricted stock units settle on the date of the director's separation from service, as such term is defined in 1.409A-1(h) under Title 26 of the Internal Revenue Code, and will be settled in a lump sum cash payment.
Restricted Stock Units granted 336 units Grant of RSUs to director David C. Kimbell on 2026-08-10
Transaction price per unit $0.0000 Reported price for the RSU award; no exercise price payable
RSUs held after transaction 336 units Total Restricted Stock Units reported as directly owned following the grant
Restricted Stock Units financial
"Each restricted stock unit represents a contingent right to receive the cash value"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
contingent right financial
"represents a contingent right to receive the cash value of one share"
separation from service financial
"The restricted stock units settle on the date of the director's separation from service"
lump sum cash payment financial
"and will be settled in a lump sum cash payment"
Internal Revenue Code regulatory
"as such term is defined in 1.409A-1(h) under Title 26 of the Internal Revenue Code"
The Internal Revenue Code is the U.S. federal law that sets the rules for calculating, collecting, and enforcing taxes — essentially the country's tax rulebook. It matters to investors because those rules determine how much companies and individuals actually keep after taxes, affecting profits, cash flow, dividend payouts, deal structures and the after-tax return on investments; changes in the Code can change financial outcomes and investment strategy much like a rule change in a game.

FAQ

What did GROUP 1 AUTOMOTIVE INC (GPI) director David C. Kimbell receive in this Form 4?
David C. Kimbell received 336 Restricted Stock Units. Each unit is a contingent right to receive the cash value of one share of Group 1 Automotive common stock, rather than actual shares.

How are the 336 Restricted Stock Units for GPI’s David C. Kimbell settled?
The 336 Restricted Stock Units will be settled in a lump sum cash payment. Settlement occurs on the date of the director’s separation from service, as defined under Section 1.409A-1(h) of the Internal Revenue Code.

Does the Form 4 for GPI indicate an exercise price for the Restricted Stock Units?
No exercise price is required for these units; the Form 4 shows a transaction price per unit of $0.0000. The value delivered will instead equal the cash value of one share of common stock per unit at settlement.

What is David C. Kimbell’s reported Restricted Stock Unit balance in GPI after this transaction?
After this award, David C. Kimbell is reported to hold 336 Restricted Stock Units directly. These units correspond to the cash value of 336 shares of Group 1 Automotive common stock upon settlement.

Is the GPI Form 4 transaction for David C. Kimbell part of a Rule 10b5-1 plan?
The filing’s Rule 10b5-1 checkbox is not marked as affirmative. The transaction is reported as a grant or award of Restricted Stock Units, not as a trade executed under a pre-arranged 10b5-1 trading plan.

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Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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*
Kimbell David C
(Last)(First)(Middle)
730 TOWN & COUNTRY BLVD.
(Street)
HOUSTON TEXAS 77024
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
GROUP 1 AUTOMOTIVE INC [ GPI ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
08/10/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units$0(1)08/10/2026A336 (2) (2)Common Stock336$0336D
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 1.409A-1(h) under Title 26 of the Internal Revenue Code, and will be settled in a lump sum cash payment.
/s/ Gillian A. Hobson, Attorney-in-Fact for David Kimbell08/12/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR