UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): ~~February~~March 112, 2026

Group 1 Automotive, Inc.

(Exact name of Registrant as specified in its charter)

Delaware

1-13461

76-0506313

(State or other jurisdiction of
incorporation or organization)

(Commission
File Number)

(I.R.S. Employer
Identification No.)

730 Town and Country Blvd, Suite 500

Houston, Texas 77024

(Address of principal executive offices, including zip code)

Registrant's telephone number, including area code (713) 647-5700

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 40.14d-2(b))


☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Ticker symbol(s)

Name of exchange on which registered

Common stock, par value $0.01 per share

GPI

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.¨

Item 85.~~01 Other~~02 Departure ~~Events~~of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On ~~February~~March 112, 2026, Group 1 Automotive, Inc., ~~a Delaware corporation~~ (the “Company”), ~~announced~~and ~~that~~Mr. ~~its~~Daryl ~~Board~~Kenningham ofentered ~~Directors~~into ~~approved~~a second amendment (the ~~2026~~“Second ~~annual~~Amendment”) ~~dividend~~to ~~rate~~his ofIncentive ~~$2.20~~Compensation, ~~per~~Confidentiality, ~~share~~Non-Disclosure and aNon-Compete ~~cash~~Agreement ~~dividend~~(as ofamended, ~~$0.55~~the ~~per~~“Incentive ~~share~~Agreement”), which restructures the severance benefits payable onupon ~~March~~certain ~~16,~~qualifying ~~2026,~~termination toevents. ~~stockholders~~All other terms of ~~record~~the asIncentive ofAgreement ~~March~~remain 2,in ~~2026~~full force and effect.

AUnder ~~copy~~the Second Amendment, if Mr. Kenningham terminates his employment due to the Company’s material breach of the ~~press~~Incentive ~~release~~Agreement, isor ~~attached~~following ~~hereto~~a Constructive Termination Event or a Termination Without Cause (each as ~~Exhibit~~defined ~~99.~~in the Incentive Agreement), he is entitled to 1.5 times the sum of his base salary and istarget ~~incorporated~~annual ~~herein~~bonus, byeighteen ~~reference~~months of COBRA coverage, and a pro-rated bonus for the year of termination. If such termination or an involuntary reduction in his compensation occurs, within six months of a Corporate Change, the multiple increases to 2.0 times and COBRA coverage extends to twenty-four months.

~~Item~~Severance 9payments are payable in a lump sum on the first day of the seventh month following separation from service, subject to Mr.~~01 Financial~~ ~~Statements~~Kenningham’s compliance with applicable restrictive covenants and ~~Exhibits~~timely delivery of a release. The severance benefits under the Incentive Agreement, as amended, remain Mr. Kenningham’s sole and exclusive remedy against the Company and its affiliates with respect to his employment and termination.

~~(d)~~The ~~Exhibits~~foregoing description of the Second Amendment to Incentive Agreement is only a summary and is qualified in its entirety by the terms of such agreement, a copy of which will be filed with the Company’s next Quarterly Report on Form 10-Q.

Exhibit No.

Description

99.1

Press release of Group 1 Automotive, Inc., dated as of February 11, 2026.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Group 1 Automotive, Inc.

Date:

~~February~~March 113, 2026

By:

/s/ Gillian A. Hobson

Name: Gillian A. Hobson

Title: Senior Vice President

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