Group 1 Automotive (GPI) CMO logs minor tax-related stock dispositions

Rhea-AI Filing Summary

Group 1 Automotive SVP and Chief Marketing Officer Shelley Washburn reported two small tax-related share dispositions of Group 1 Automotive common stock. On February 11, 2026, 42 shares were disposed of at $339.19 per share, leaving 1,628.31 shares held directly. On February 12, 2026, a further 53 shares were disposed of at $338.54 per share, leaving 1,575.31 shares of common stock owned directly after these tax-withholding transactions.

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)
02/11/2026

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	02/11/2026		F		42	D	$339.19	1,628.31	D
Common Stock	02/12/2026		F		53	D	$338.54	1,575.31	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:

	Brandon Brunet, attorney-in-fact for Shelley Washburn	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).
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 executive Shelley Washburn report?

Shelley Washburn reported two small tax-withholding dispositions of Group 1 Automotive (GPI) common stock. She disposed of 42 shares on February 11, 2026 and 53 shares on February 12, 2026, both coded “F” for payment of tax liability with shares.

How many GPI shares did Shelley Washburn dispose of in this Form 4?

The Form 4 shows dispositions totaling 95 Group 1 Automotive (GPI) shares. These were two separate transactions: 42 shares at $339.19 and 53 shares at $338.54, both classified as tax-withholding dispositions rather than open-market sales.

What was the purpose of Shelley Washburn’s GPI share dispositions?

Both transactions are coded “F,” meaning they were used to pay an exercise price or related tax liability by delivering securities. This indicates the Group 1 Automotive (GPI) shares were withheld for tax purposes, not sold as open-market trades.

How many GPI shares does Shelley Washburn own after these transactions?

Following the February 12, 2026 tax-withholding disposition, Shelley Washburn directly owns 1,575.31 shares of Group 1 Automotive (GPI) common stock. The ownership is reported as direct, with no indication of indirect holdings or third-party control in this filing.

Were Shelley Washburn’s GPI transactions open-market buys or sells?

No, the transactions are not open-market buys or sells. Both are coded “F,” which indicates tax-withholding dispositions. Group 1 Automotive (GPI) shares were delivered to satisfy an exercise price or tax obligation rather than traded on the open market.

What prices are associated with Shelley Washburn’s GPI share dispositions?

The Form 4 reports prices of $339.19 and $338.54 per Group 1 Automotive (GPI) share. These figures apply to the 42-share and 53-share tax-withholding dispositions, respectively, and reflect the value used for satisfying the related tax liability in each transaction.