Conifer in talks on Group 1 Automotive (NYSE: GPI) board after near-10% stake

Rhea-AI Filing Summary

GROUP 1 AUTOMOTIVE, INC. (GPI) has a new Schedule 13D filer, Conifer Management, L.L.C., an investment adviser based in Delaware. Conifer reports beneficial ownership of 1,157,100 shares of Group 1 Automotive common stock, representing approximately 9.7% of outstanding shares as of July 24, 2026.

Conifer states it paid a total of about $298.9 million to acquire these shares through various commingled investment vehicles and may have used margin borrowings. It has sole voting and dispositive power over the reported shares and describes itself as a long-term, supportive investor that may engage with the board and management, including discussions around potentially adding an affiliate employee, Benjamin Hart, to the board of directors. Conifer is shifting from passive Schedule 13G to this Schedule 13D, signaling a more active posture while reserving flexibility to buy more, sell, or consider other actions permitted under the rules.

Filing Explained

This Schedule 13D records Conifer’s shift from passive Schedule 13G reporting to 13D reporting, while it continues to report 1,157,100 shares, or 9.7% of Group 1 Automotive; the filing discusses a possible board offer but does not report a completed appointment or a change in the shares held.

Key Figures

Shares beneficially owned: 1,157,100 shares of Common Stock Ownership percentage: 9.7% of Common Stock Shares outstanding: 11,922,225 shares of Common Stock +3 more

6 metrics

Shares beneficially owned 1,157,100 shares of Common Stock Reported by Conifer Management as of the Schedule 13D date

Ownership percentage 9.7% of Common Stock Based on 11,922,225 shares outstanding as of July 24, 2026

Shares outstanding 11,922,225 shares of Common Stock Shares outstanding as of July 24, 2026, per the issuer’s Form 10-Q

Total consideration paid Approximately $298,944,118 Aggregate amount paid to acquire the reported GPI shares

Sole voting power 1,157,100 shares Shares over which Conifer has sole power to vote

Sole dispositive power 1,157,100 shares Shares over which Conifer has sole power to dispose

Key Terms

Schedule 13D, beneficially own, sole voting power, sole dispositive power, +1 more

5 terms

Schedule 13D regulatory

"Accordingly, the Reporting Person is switching to reporting its greater-than-5% beneficial ownership of the shares of Common Stock on ."

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

beneficially own financial

"the Reporting Person may be deemed to beneficially own 1,157,100 shares of Common Stock"

Beneficially own means having the economic rights and risks of a security—such as the right to receive dividends, sell the shares, or profit from price changes—whether or not your name appears on the official share register. Think of it like renting a car: you use it and reap the benefits even if the title lists someone else. Investors care because beneficial ownership determines who truly controls value, must be disclosed under securities rules, and can signal potential influence or trading activity that affects a stock’s price.

sole voting power financial

"The Reporting Person has sole power to vote or direct the voting of"

Sole voting power is the exclusive right to cast votes attached to a shareholder’s stock without needing approval from anyone else. Like holding the only remote control for a TV, it lets that holder decide corporate matters such as board members, mergers, and policy changes, making it important to investors because it concentrates control and can strongly influence a company’s strategy and the value of its shares.

sole dispositive power financial

"and sole power to dispose or direct the disposition of"

Sole dispositive power is the exclusive legal authority to decide what happens to a security — for example, whether to sell, transfer, or retain shares — without needing anyone else’s permission. Investors care because it signals who truly controls the economic outcome of an investment: like holding the only key to a safe, the holder can realize gains or losses and may trigger regulatory reporting, insider rules, or influence over corporate ownership.

investment advisory services financial

"The principal business of the Reporting Person is to provide investment advisory services"

Professional guidance and ongoing management of an individual’s or institution’s investments, where an advisor recommends strategies, selects securities or funds, and monitors portfolios on behalf of a client. Think of it as hiring a financial coach and navigator who designs a plan based on your goals and risk tolerance, which matters to investors because it can improve returns, reduce unwanted risks, and ensure decisions match long‑term objectives and legal obligations.

FAQ

What percentage of Group 1 Automotive (GPI) shares does Conifer Management report owning?

Conifer Management reports beneficially owning 1,157,100 shares of Group 1 Automotive common stock, representing approximately 9.7% of the shares outstanding, based on 11,922,225 shares outstanding as of July 24, 2026, as disclosed in the company’s Form 10-Q.

How much did Conifer Management pay for its GPI stake?

Conifer Management states that a total of approximately $298,944,118 was paid to acquire the reported shares of Group 1 Automotive common stock, using funds from the general working capital of various commingled investment vehicles it manages, which may have included margin borrowings.

Why did Conifer switch from Schedule 13G to Schedule 13D for GPI?

Conifer previously reported its greater-than-5% stake on Schedule 13G but is now reporting on Schedule 13D after engaging in amicable discussions with Group 1 Automotive, including about the possibility of the issuer offering a board seat to Benjamin Hart, an employee of a Conifer affiliate.

Does Conifer have control over how its GPI shares are voted and disposed of?

Yes. Conifer reports sole voting power and sole dispositive power over the 1,157,100 Group 1 Automotive shares it beneficially owns, with no shared voting or dispositive power indicated in the filing.

What future actions does Conifer Management contemplate regarding its GPI investment?

Conifer indicates it may buy more shares or related derivatives, sell some or all of its holdings, or pursue other actions listed in the Schedule 13D instructions, depending on price, the issuer’s developments, market conditions, and its own investment strategies.

What is Conifer Management’s relationship with Group 1 Automotive’s board?

Conifer describes itself as a supportive long-term investor and notes it has engaged in amicable discussions with Group 1 Automotive, including discussions about the issuer potentially extending an offer to Benjamin Hart, an employee of one of Conifer’s affiliates, to join the board.

AI-generated analysis. How Rhea-AI works. Not financial advice.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Available on EDGAR 08/20/2026 - 04:20 PM Accepted by SEC EDGAR 08/20/2026 - 04:19 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

Group 1 Automotive, Inc.

(Name of Issuer)

Common stock, par value $0.01 per share

(Title of Class of Securities)

398905109

(CUSIP Number)

Gregory Alexander
45 Rockefeller Plaza, 34th Floor
New York, NY, 10111
(212) 832-5280

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

08/13/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 398905109

1

Name of reporting person

Conifer Management, L.L.C.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 1,157,100.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 1,157,100.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

1,157,100.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

9.7 %

14

Type of Reporting Person (See Instructions)

IA, CO

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common stock, par value $0.01 per share
(b)	Name of Issuer: Group 1 Automotive, Inc.
(c)	Address of Issuer's Principal Executive Offices: 730 Town and Country Blvd, Suite 500, Houston, TEXAS , 77024.
Item 2.	Identity and Background
(a)	This Schedule 13D is being filed by Conifer Management, L.L.C., a Delaware limited liability company ("Conifer" or the "Reporting Person"). Gregory Alexander, a citizen of the United States, is the managing member of the Reporting Person.
(b)	The principal business address of the Reporting Person and Mr. Alexander is 45 Rockefeller Plaza, 34th Floor, New York, NY 10111.
(c)	The principal business of the Reporting Person is to provide investment advisory services on a discretionary basis to private funds intended for sophisticated individual investors and institutional investors. The principal occupation of Mr. Alexander is to serve as managing member of the Reporting Person.
(d)	During the last five years, neither the Reporting Person nor Mr. Alexander has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e)	During the last five years, neither the Reporting Person nor Mr. Alexander has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f)	The response to Item 2(a) of this Schedule 13D is incorporated herein by reference.
Item 3.	Source and Amount of Funds or Other Consideration
	The funds used for the purchase of the shares of common stock (the "Common Stock") of Group 1 Automotive, Inc. (the "Issuer") 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. A total of approximately $298,944,118 was paid to acquire the shares of Common Stock reported herein.
Item 4.	Purpose of Transaction
	The Reporting Person initially reported its beneficial ownership of greater-than-5% of the shares of Common Stock on Schedule 13G, most recently amended on August 13, 2026. The Reporting Person has been a supportive long term investor in the Issuer and has recently engaged in amicable discussions with the Issuer, including with respect to the possibility of the Issuer extending an offer to Benjamin Hart, an employee of one of the Reporting Person's affiliates, to join the Issuer's board of directors (the "Board"). Accordingly, the Reporting Person is switching to reporting its greater-than-5% beneficial ownership of the shares of Common Stock on Schedule 13D. The Reporting Person acquired the shares of Common Stock for investment purposes, and such purchases have been made in the Reporting Person's ordinary course of business. The Reporting Person reviews its investment in the Issuer on an ongoing basis and, in the course of its review, may take actions, directly or indirectly through an affiliate, with respect to its investment in the Issuer, including communicating with the Board, members of management or other security-holders of the Issuer, or other third parties from time to time regarding, among other things, opportunities to increase shareholder value, Issuer operations, governance, and control, and other matters related to the Issuer. The Reporting Person believes that the Issuer represents an attractive investment opportunity and may, in connection with its periodic review of its investment in the Issuer and further depending on market conditions and other factors: (i) purchase additional shares of Common Stock, options or other derivative securities related to the shares of Common Stock in the open market, in privately negotiated transactions, or otherwise; (ii) sell all or a portion of the shares of Common Stock, options or other derivative securities related to the shares of Common Stock now beneficially owned or hereafter acquired by the Reporting Person; or (iii) take any other action referred to in paragraphs (a) through (j), inclusive, of the instructions to Item 4 of Schedule 13D. Any action that the Reporting Person or its affiliates may pursue may be made at any time and from time to time without prior notice and will depend on a variety of factors, including, without limitation, the price and availability of the shares of Common Stock or other securities or financial instruments, the Reporting Person's or its affiliates' trading and investment strategies, subsequent developments affecting the Issuer, the Issuer's business and the Issuer's prospects, other investment and business opportunities available to the Reporting Person and its affiliates, general industry and economic conditions, the securities markets in general, tax considerations, and other factors deemed relevant by the Reporting Person and its affiliates.
Item 5.	Interest in Securities of the Issuer
(a)	As of the date hereof, the Reporting Person may be deemed to beneficially own 1,157,100 shares of Common Stock, or approximately 9.7% 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.
(b)	The Reporting Person has sole power to vote or direct the voting of, and sole power to dispose or direct the disposition of, the 1,157,100 shares of Common Stock reported herein.
(c)	Except for the transactions listed in Exhibit 99.1 hereto, each of which was effected in the open market through a broker, the Reporting Person has not engaged in any transactions with respect to the Common Stock during the 60 days prior to the date of filing of this Schedule 13D.
(d)	Not applicable.
(e)	Not applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Except as otherwise described herein, there are no contracts, arrangements, understandings, or relationships (legal or otherwise) among the persons named in Item 2 and between such persons and any person with respect to any securities of the Issuer, including but not limited to transfer or voting of any of the securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.
Item 7.	Material to be Filed as Exhibits.
	Exhibit 99.1 - Schedule of Transactions in response to Item 5(c)

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Conifer Management, L.L.C.

Signature:	/s/ Gregory Alexander
Name/Title:	Gregory Alexander, Managing Member
Date:	08/20/2026

Comments accompanying signature:

* Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his, her or its pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. To the extent that "ownership of 5 percent or less of a class" was indicated in Item 5, such response only applies to the Reporting Person(s) that indicated elsewhere herein that it beneficially owns five percent (5%) or less of the class.