Form 4: Kenningham Daryl reports disposition transactions in GPI

Rhea-AI Filing Summary

Kenningham Daryl reported disposition transactions in a Form 4 filing for GPI. The filing lists transactions totaling 1,581 shares at a weighted average price of $333.15 per share. Following the reported transactions, holdings were 45,275 shares.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider Kenningham Daryl

Role President & CEO

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	563	$333.15	$188K
Tax Withholding	Common Stock	1,018	$333.15	$339K
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 45,275.45 shares (Direct); Common Stock — 22,482.46 shares (Indirect, Kenningham Management Trust)

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^*

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)
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		1,018	D	$333.15	45,838.45	D
Common Stock	02/15/2026		F		563	D	$333.15	45,275.45	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:

	/s/ Brandon Brunet, Attorney-in-Fact for Daryl A. Kenningham	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 insider activity did GPI President & CEO Daryl Kenningham report on this Form 4?

Daryl Kenningham reported two dispositions of Group 1 Automotive common stock used to cover tax obligations. These were coded as tax-withholding transactions, not open-market sales, and relate to shares delivered to satisfy exercise price or tax liabilities.

How many GPI shares were disposed for tax withholding by the CEO?

The CEO disposed of 1,018 Group 1 Automotive shares on February 14, 2026, and 563 shares on February 15, 2026. Both transactions were priced at $333.15 per share and were designated as tax-withholding dispositions under transaction code F.

Were Daryl Kenningham’s GPI transactions open-market sales?

No, the Form 4 classifies both transactions as tax-withholding dispositions under code F. This indicates shares were delivered to cover exercise price or tax liabilities, rather than being sold in ordinary open-market trading for investment purposes.

How many GPI shares does the CEO directly own after these transactions?

Following the reported tax-withholding dispositions, Daryl Kenningham directly owns 45,275.45 shares of Group 1 Automotive common stock. This figure reflects his remaining direct holdings after the February 14 and February 15, 2026 transactions disclosed in the filing.

What indirect GPI holdings does the Kenningham Management Trust report?

The filing reports 22,482.46 Group 1 Automotive shares as indirectly owned through the Kenningham Management Trust. These shares are categorized as indirect ownership, distinguishing them from the CEO’s directly held shares, and indicate an additional layer of reported beneficial interest.

Does this GPI Form 4 show any purchases or sales by the CEO?

The summary data show no buys or open-market sells. It records two dispose-type transactions, both tax-withholding dispositions, and one holding entry for indirect shares. The filing therefore reflects administrative tax-related activity rather than investment-driven buying or selling.