Group 1 Automotive (GPI) CFO awarded new common shares in Form 4 filing

Rhea-AI Filing Summary

Group 1 Automotive SVP & CFO Daniel James McHenry received two stock awards of common shares. He was granted 2,510 shares on 01/27/2026 and 2,673 shares on 02/10/2026, both at a reported price of $0 per share as equity compensation. After these awards, he directly holds 18,281.4188 common shares.

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^*

MCHENRY DANIEL JAMES

(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 & CFO

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		2,510	A	$0	15,608.4188	D
Common Stock	02/10/2026		A		2,673	A	$0	18,281.4188	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:

	/s/ Brandon Brunet, Attorney-in-Fact for Daniel J. McHenry	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 transaction did GPI SVP & CFO Daniel McHenry report?

Daniel McHenry reported receiving two stock awards of Group 1 Automotive common shares. He acquired 2,510 shares on January 27, 2026 and 2,673 shares on February 10, 2026, both recorded at a price of $0 per share as equity compensation grants.

How many GPI shares does Daniel McHenry own after the reported Form 4 transactions?

After the reported grants, Daniel McHenry directly owns 18,281.4188 shares of Group 1 Automotive common stock. This total reflects the cumulative position following the 2,510-share award on January 27, 2026 and the 2,673-share award on February 10, 2026 reported in the filing.

Were the GPI shares acquired by Daniel McHenry open-market purchases?

No, the shares were not open-market purchases. The Form 4 lists transaction code “A” with a description of grant, award, or other acquisition, and a per-share price of $0, indicating these were equity compensation awards rather than share purchases in the market.

What is the transaction code used in Daniel McHenry’s GPI Form 4?

The Form 4 uses transaction code “A” for both entries, defined as a grant, award, or other acquisition of securities. This code, together with the $0 price, signals that the transactions are stock awards, not traditional buy or sell trades on the open market.

Does Daniel McHenry hold GPI shares directly or indirectly after these awards?

The filing shows Daniel McHenry’s ownership as direct. The ownership code is “D” for both transactions, and the nature of ownership field is blank, indicating the 18,281.4188 Group 1 Automotive shares are reported as directly held rather than through an intermediary entity.

What role does Daniel McHenry hold at Group 1 Automotive (GPI)?

Daniel McHenry is identified as an officer of Group 1 Automotive, serving as Senior Vice President and Chief Financial Officer. This role is explicitly marked in the filing’s relationship section, which lists him as an officer and specifies the title “SVP & CFO” for the reporting person.