Group 1 Automotive (GPI) CFO logs small tax-withholding stock disposals

Rhea-AI Filing Summary

Group 1 Automotive SVP & CFO Daniel James McHenry reported two tax-withholding stock dispositions, delivering 153 and 169 shares of common stock on February 14 and February 15 at $333.15 per share to cover tax obligations. He directly holds about 17,589.4188 shares after these transactions.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider MCHENRY DANIEL JAMES

Role SVP & CFO

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	169	$333.15	$56K
Tax Withholding	Common Stock	153	$333.15	$51K

Holdings After Transaction: Common Stock — 17,589.419 shares (Direct)

Footnotes (1)

Form 4 Insider Transactions: What Each Field Means →

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^*

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)
02/14/2026

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	02/14/2026		F		153	D	$333.15	17,758.4188	D
Common Stock	02/15/2026		F		169	D	$333.15	17,589.4188	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	02/17/2026
	** 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 did Group 1 Automotive (GPI) CFO Daniel McHenry report in this Form 4?

Group 1 Automotive SVP & CFO Daniel McHenry reported two tax-withholding stock dispositions. He delivered small amounts of common stock to satisfy tax obligations, rather than making open-market sales, and continues to hold a significant direct stake in the company afterward.

How many Group 1 Automotive (GPI) shares were disposed of for taxes?

The CFO disposed of 153 shares on February 14 and 169 shares on February 15. Both transactions were coded as tax-withholding dispositions, meaning shares were delivered to cover tax liabilities tied to equity compensation, not sold in open-market trading.

At what price were the Group 1 Automotive (GPI) tax-withholding shares valued?

Both tax-withholding dispositions were valued at $333.15 per share. This price was used to calculate the value of common stock delivered to satisfy the executive’s tax obligations associated with equity awards, according to the Form 4 transaction details.

How many Group 1 Automotive (GPI) shares does the CFO hold after these transactions?

After the February 15 tax-withholding disposition, the CFO directly holds 17,589.4188 shares of Group 1 Automotive common stock. This reported balance reflects his remaining direct ownership following the delivery of shares to cover tax obligations on equity compensation.

Were these Group 1 Automotive (GPI) insider transactions open-market sales?

No, both transactions were coded as “F,” indicating tax-withholding dispositions. Shares were delivered to pay exercise price or tax liabilities tied to equity compensation, so they are not open-market buy or sell trades initiated for portfolio rebalancing.

Does this Group 1 Automotive (GPI) Form 4 show the CFO buying any shares?

The Form 4 shows no share purchases by the CFO. Instead, it records two tax-withholding dispositions where small amounts of common stock were delivered to satisfy tax liabilities, leaving his remaining direct holdings near 17,589 shares afterward.