Results of Operations and Financial Condition. On October 28, 2026, the Company issued a press release announcing its financial results for the three months ended September 30, 2026. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference herein. As provided in General Instruction B.2. of Form 8-K, the information in this Item 2.02 (including the press release attached as Exhibit 99.1 and incorporated by reference in this

Completion of Acquisition or Disposition of Assets. As previously disclosed, on July 30, 2026, Group 1 Automotive, Inc. (the “Company”) entered into a Purchase and Sale Agreement (the “Purchase Agreement”) with Hennessy Automobile Companies, Inc. and certain of its affiliated dealership, collision center and real estate holding entities (collectively, “Hennessy”), and solely for the limited purposes set forth therein, Peter R. Hennessy, Mark W. Hennessy and Stephen R. Hennessy, pursuant to wh…

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth under

Entry into a Material Definitive Agreement. Effective September 23, 2026 (the “Closing Date”), Group 1 Realty, Inc. (the “Borrower”), a subsidiary of Group 1 Automotive, Inc. (the “Company”), entered into a master credit agreement (the “Credit Agreement”) with Bank of America, N. A., as lender (the “Lender”), providing for a term loan in a maximum principal amount of $190,336,250, which is equal to 85% of the appraised value of all mortgaged properties (the “Properties”). Once repaid, any pri…

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information included in

Entry into a Material Definitive Agreement. On September 21, 2026 (the “Effective Date”), Group 1 Automotive, Inc. (the “Company”) entered into a Stockholder Agreement (the “Stockholder Agreement”) with Conifer Management, L.L.C. (“Conifer Management” and, collectively with Conifer Capital Management, L.L.C., Acacia Partners LP, Acacia Conservation Fund LP and each of their controlled Affiliates (as defined in the Stockholder Agreement), “Conifer”). Pursuant to the Stockholder Agreement, the…

The excerpt is a truncated header referencing a Stockholder Agreement, which typically governs board composition or voting rights rather than a specific executive departure or appointment event.

Entry into a Material Definitive Agreement. On September 22, 2026, Group 1 Automotive, Inc. (the “Company”) completed a private offering to eligible purchasers (the “Offering”) of (i) $625.0 million aggregate principal amount of its 6.250% Senior Notes due 2032 (the “2032 Notes”) and (ii) $625.0 million aggregate principal amount of its 6.625% Senior Notes due 2035 (the “2035 Notes” and, together with the 2032 Notes, the “Notes”), along with the related guarantees of the Notes (the “Guarantee…

Entry into a Material Definitive Agreement. Purchase Agreement On September 8, 2026, Group 1 Automotive, Inc. (the “Company”) entered into a purchase agreement (the “Purchase Agreement”), by and among the Company, J.P. Morgan Securities LLC, as representative of the initial purchasers listed in Schedule 1 thereto (the “Initial Purchasers”), and the guarantors listed in Schedule 2 thereto (collectively, the “Guarantors”), which provides for the sale by the Company of $625.0 million aggregate p…

Results of Operations and Financial Condition. To the extent the information included or incorporated into

Other Events On September 8, 2026, the Company issued a press release announcing that it intends to offer for sale in a private offering $625.0 million in aggregate principal amount of senior unsecured notes due 2032 (the “2032 Notes”) and $625.0 million in aggregate principal amount of senior unsecured notes due 2035 (the “2035 Notes” and, together with the 2032 Notes, the “Notes”). A copy of the press release is included herewith as Exhibit 99.1 and is incorporated herein by reference. In c…

Director — David C. Kimbell: The filing discloses the appointment of a new non-employee director to the board, which is a standard governance event and not an executive management change.

Other Events. On August 11, 2026, the Company announced that its Board approved a cash dividend of $0.55 per share, payable on September 15, 2026, to stockholders of record as of September 1, 2026. A copy of the press release is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

Regulation FD Disclosure. On July 30, 2026, the Company issued a press release announcing the Transaction, a copy of which is furnished herewith as Exhibit 99.2 and incorporated herein by reference. The information contained in this Item 7.01, including Exhibit 99.2, shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Secu…

Entry into a Material Definitive Agreement. Purchase Agreement On July 30, 2026, Group 1 Automotive, Inc., a Delaware corporation (the “Company”), entered into a Purchase and Sale Agreement (the “Purchase Agreement”) with Hennessy Automobile Companies, Inc., a Georgia corporation, Telalee Partners, Inc., a Georgia corporation, Woodhaven Partners, LLC, a Georgia limited liability company, Woodhaven Partners II, Inc., a Georgia corporation, Hennessy Cadillac, Inc., a Georgia corporation, Tuxedo…

Results of Operations and Financial Condition. On July 30, 2026, the Company issued a press release announcing its financial results for the three months ended June 30, 2026. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference herein. As provided in General Instruction B.2. of Form 8-K, the information in this Item 2.02 (including the press release attached as Exhibit 99.1 and incorporated by reference in this

Other Events. On May 12, 2026, the Company announced that its Board of Directors approved a cash dividend of $0.55 per share, payable on June 15, 2026, to stockholders of record as of June 1, 2026. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Results of Operations and Financial Condition. On April 30, 2026, Group 1 Automotive, Inc., a Delaware corporation, issued a press release announcing its financial results for the three months ended March 31, 2026. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference herein. As provided in General Instruction B.2. of Form 8-K, the information in this Item 2.02 (including the press release attached as Exhibit 99.1 and incorporated by reference in this

Mr. Daryl Kenningham: The amendment to the Incentive Agreement modifies severance benefits but does not indicate a departure or change in role.

Other Events. On February 11, 2026, Group 1 Automotive, Inc., a Delaware corporation (the “Company”), announced that its Board of Directors approved the 2026 annual dividend rate of $2.20 per share and a cash dividend of $0.55 per share, payable on March 16, 2026, to stockholders of record as of March 2, 2026. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Results of Operations and Financial Condition. On January 29, 2026, Group 1 Automotive, Inc., a Delaware corporation, issued a press release announcing its financial results for the three months and year ended December 31, 2025. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference herein. As provided in General Instruction B.2. of Form 8-K, the information in this Item 2.02 (including the press release attached as Exhibit 99.1 and incorporated by refere…

Other Events. On November 11, 2025, Group 1 Automotive, Inc., a Delaware corporation (the “Company”), announced that its Board of Directors increased the Company’s common stock share repurchase authorization by $457 million to $500 million. Purchases may be made from time to time, based on market conditions, legal requirements, and other corporate considerations, in the open market or in privately negotiated transactions. The Company also provided an update on its year-to-date share repurchas…

Results of Operations and Financial Condition. On October 28, 2025, Group 1 Automotive, Inc., a Delaware corporation, issued a press release announcing its financial results for the three and nine months ended September 30, 2025. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference herein. As provided in General Instruction B.2. of Form 8-K, the information in this Item 2.02 (including the press release attached as Exhibit 99.1 and incorporated by refer…

Other Events. On August 11, 2025, Group 1 Automotive, Inc., a Delaware corporation (the “Company”), announced the appointment of Melkeya McDuffie as Senior Vice President and Chief Human Resources Officer. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. On August 12, 2025, the Company, also announced that its Board of Directors approved a cash dividend of $0.50 per share for the third quarter of 2025, payable on September 16, 2025, to st…

Other Events. On August 4, 2025, Group 1 Automotive, Inc., a Delaware corporation, announced the expansion of its U.S. operations with the acquisition of one Mercedes-Benz dealership in Georgia. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.