Group 1 Automotive (GPI) CEO Kenningham updates insider holdings

Rhea-AI Filing Summary

Group 1 Automotive, Inc. insider Daryl A. Kenningham, who serves as President, CEO and Director, reported an equity transaction dated 12/31/2025. The filing shows an IRS-related transaction (code F) involving the disposition of 2,644 shares of common stock at a price of $396.09 per share. After this transaction, he reports beneficial ownership of 26,274.45 shares held directly and 22,482.46 shares held indirectly through the Kenningham Management Trust.

The footnote explains that the reported holdings include shares purchased through the Group 1 Automotive, Inc. Employee Stock Purchase Plan, which provides a 15% stock purchase discount based on the lower of the stock’s closing price on the first or last day of the quarter.

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)
12/31/2025

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	12/31/2025		F		2,644	D	$396.09	26,274.45(1)	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:

1. Includes shares purchased in the Group 1 Automotive, Inc. Employee Stock Purchase Plan. The plan provides for a stock purchase discount of 15%, and is calculated using the stock closing price of the first or last day of the quarter, whichever is lower.

	/s/ Brandon Brunet, Attorney-in-Fact for Daryl A. Kenningham	01/05/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did Group 1 Automotive (GPI) report for Daryl A. Kenningham?

The filing reports a transaction dated 12/31/2025 in which Daryl A. Kenningham, President, CEO and Director of Group 1 Automotive, Inc., disposed of 2,644 shares of common stock in a transaction coded F at a price of $396.09 per share.

How many Group 1 Automotive (GPI) shares does Daryl A. Kenningham own after this Form 4?

Following the reported transaction, Daryl A. Kenningham reports direct beneficial ownership of 26,274.45 shares of Group 1 Automotive common stock and indirect beneficial ownership of 22,482.46 shares held through the Kenningham Management Trust.

What does transaction code F mean in this Group 1 Automotive (GPI) Form 4?

In this Form 4 for Group 1 Automotive, transaction code F is used in Table I for the 2,644 shares at $396.09 per share, indicating a disposition of shares to cover obligations associated with equity compensation, consistent with the description that the holdings include shares from the company’s Employee Stock Purchase Plan.

What roles does Daryl A. Kenningham hold at Group 1 Automotive (GPI)?

According to the filing, Daryl A. Kenningham is both a Director and an Officer of Group 1 Automotive, Inc., serving as President & CEO.

How does the Group 1 Automotive (GPI) Employee Stock Purchase Plan work for these shares?

The explanation states that the reported holdings include shares purchased through the Group 1 Automotive, Inc. Employee Stock Purchase Plan, which provides a 15% discount on stock purchases, calculated using the stock’s closing price on the first or last day of the quarter, whichever is lower.

What indirect ownership does the Kenningham Management Trust report in Group 1 Automotive (GPI)?

The filing shows 22,482.46 shares of Group 1 Automotive common stock reported as indirectly owned through the Kenningham Management Trust.