Item 1 Comment:
Pursuant to Rule 13d-2 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this Amendment No. 2 to the Schedule 13D ("Amendment No. 2") amends certain items of the Schedule 13D filed with the Securities and Exchange Commission (the "SEC") on August 20, 2026 (the "Original Schedule 13D"), as amended by Amendment No. 1 filed on September 8, 2026 (collectively, the "Schedule 13D"), relating to the Common Stock, par value $0.01 per share (the "Common Stock"), of Group 1 Automotive, Inc. (the "Issuer"). All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D. Except as specifically provided herein, this Amendment No. 2 does not modify any of the information previously reported in the Schedule 13D. |
| | Item 3 of the Schedule 13D is hereby amended and supplemented as follows:
Item 5(c) of this Amendment No. 2 is incorporated herein by reference.
A total of approximately $40,526,828.72, excluding commissions, was paid to acquire the shares of Common Stock purchased since Amendment No. 1 and reported in Item 5(c) of this Amendment No. 2. The funds used for the purchase of the shares of Common Stock reported herein by the Reporting Person were derived from the general working capital of various commingled investment vehicles managed by the Reporting Person that directly hold the shares of Common Stock reported herein. Such funds may have included margin account borrowings made in the ordinary course of business. In such instances, the positions held in the margin accounts are pledged as collateral security for the repayment of debit balances in the account, which may exist from time to time. Because other securities are held in the margin accounts, it is not possible to determine the amounts, if any, of margin used to purchase the shares of Common Stock reported herein. |
| | Item 4 of the Schedule 13D is hereby amended and supplemented as follows:
On September 21, 2026, the Reporting Person (collectively with Conifer Capital Management LLC, Acacia Partners LP, Acacia Conservation Fund LP, and each of their controlled affiliates, "Conifer") and the Issuer entered into a Stockholder Agreement (the "Stockholder Agreement") pursuant to which the Board agreed to take all necessary actions to (i) increase the size of the Board from ten (10) to eleven (11) members and (ii) appoint Benjamin Hart, an Analyst at Conifer (the "New Director"), as a director on the Board, to fill the newly created vacancy resulting from the increase in the size of the Board, effective November 1, 2026.
During the Support Period (as defined below), Conifer has agreed to vote all shares of the Issuer's Common Stock beneficially owned by it at all meetings of the Issuer's stockholders in accordance with the Board's recommendations, except that Conifer may vote in its discretion on Extraordinary Transactions (as defined in the Stockholder Agreement). Conifer's voting obligations will continue after the expiration of the term of the Stockholder Agreement with respect to any shares of Common Stock and any other securities of the Issuer entitled to vote in the election of directors ("Voting Securities") beneficially owned by Conifer in excess of 20% of the outstanding shares of Common Stock or 20% of the outstanding Voting Securities, as applicable, as of the record date for the applicable meeting of stockholders.
Pursuant to the Stockholder Agreement, Conifer will be subject to customary standstill restrictions during the Support Period, including, among other things, not: (i) acquiring beneficial ownership of more than 19% of the then-outstanding Common Stock or Voting Securities; (ii) soliciting proxies and related matters; (iii) advising or knowingly encouraging any person with respect to the voting or disposition of any securities of the Issuer; and (iv) acquiring equity securities of any Competitor (as defined in the Stockholder Agreement) of the Issuer. In addition, for so long as the New Director serves as a director on the Board (effective November 1, 2026) and remains associated with Conifer or its affiliates, Conifer agreed to only trade in Common Stock during an Open Window (as defined in the Stockholder Agreement), and only after obtaining pre-clearance to trade from the Chief Legal Officer of the Issuer. Each of the foregoing is subject to certain exceptions.
The Stockholder Agreement provides that Conifer may privately request, no more than once per calendar year, that the Issuer seek waivers under certain framework agreements with vehicle manufacturers to permit Conifer's beneficial ownership to exceed the 19% ownership cap without triggering change of control provisions under such agreements, but only to the extent such excess results from Issuer stock repurchases, redemptions, or certain other transactions by the Issuer.
The Stockholder Agreement also includes mutual non-disparagement obligations and provides that the New Director may provide certain confidential information to Conifer subject to a confidentiality agreement (the "Confidentiality Agreement") between the Issuer, the New Director, and Conifer, in the form attached to the Stockholder Agreement as Exhibit A. The parties will execute the confidentiality agreement immediately prior to the New Director's appointment to the Board.
Certain of Conifer's rights under the Stockholder Agreement, including the Issuer's obligation to nominate the New Director for re-election, are conditioned upon Conifer maintaining beneficial ownership of at least 5% of the then-outstanding Common Stock or Voting Securities, and if Conifer's beneficial ownership falls below this threshold, the New Director must tender his resignation from the Board, effective immediately.
The Stockholder Agreement will terminate on the date that is thirty (30) days prior to the deadline for the submission of stockholder notice of director nominations for the Issuer's 2030 annual meeting of stockholders (such deadline exclusive of the thirty (30) days, the "Nomination Notice Deadline," and the period from September 21, 2026, until the Nomination Notice Deadline, the "Support Period"). The Stockholder Agreement is subject to automatic extension if (i) the Issuer informs the New Director no later than fifty (50) days prior to the deadline for the submission of stockholder notice of director nominations for the Issuer's next annual meeting of stockholders following the end of the Support Period that the Issuer intends to nominate the New Director for re-election at such annual meeting of stockholders, and (ii) the New Director remains associated with Conifer or its affiliates (whether as an employee, consultant, or other similar position) and accepts such renomination. The extension mechanism applies successively at the end of each extended Support Period.
The foregoing descriptions of the Stockholder Agreement and Confidentiality Agreement do not purport to be complete and are qualified in their entirety by reference to the text of the Stockholder Agreement and the form of the Confidentiality Agreement, each of which is attached hereto as an exhibit to this Amendment No. 2 and is incorporated herein by reference. |
| (a) | Item 5(a) of the Schedule 13D is hereby amended and supplemented as follows:
As of the date hereof, the Reporting Person may be deemed to beneficially own 1,512,290 shares of Common Stock, or approximately 12.7% of the shares of Common Stock outstanding. The percentage reported herein is based on 11,922,225 shares of Common Stock outstanding as of July 24, 2026, as reported in the Form 10-Q the Issuer filed on July 30, 2026. |
