GROUP 1 AUTOMOTIVE INC

To the Stockholders and the Board of Directors of Group 1 Automotive, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Group 1 Automotive, Inc. and subsidiaries (the “Company”) as of December 31, 2025 and 2024, the related consolidated statements of operations, comprehensive income, stockholders' equity, and cash flows, for each of the three years in the period ended December 31, 2025, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 13, 2026, expressed an unqualified opinion on the Company's internal control over financial reporting.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Intangible Franchise Rights— Refer to Notes 1 and 12 to the financial statements

Critical Audit Matter Description

The Company’s evaluation of intangible franchise rights for impairment is performed annually, or more frequently if events or circumstances indicate possible impairment. The Company first completes a qualitative assessment to determine whether it is more-likely-than-not that an impairment exists. If it is concluded that it is more-likely-than-not that an impairment exists, a quantitative assessment is performed. The fair value is estimated using a discounted cash flow model, or income approach.

We identified the fair value estimates used in the quantitative impairment assessment of intangible franchise rights as a critical audit matter because of the significant judgments made by management to estimate the fair value including revenue growth rates, future earnings before interest, taxes, depreciation, and amortization (“EBITDA”) margins, and the weighted average cost of capital (“WACC”). This required a high degree of auditor judgment and extensive effort to evaluate the reasonableness of management judgments, including the involvement of internal fair value specialists.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures for the impairment assessment related to the revenue growth rates, future EBITDA margins, and the WACC included the following, among others:

•We tested the effectiveness of internal controls over the intangible franchise rights impairment assessment, including those over the determination of the fair value of the intangible franchise rights, such as controls related to management's forecasts of revenue growth rates, future EBITDA margins, and the WACC.

•We evaluated the reasonableness of management’s revenue growth rates and future EBITDA margins by comparing to (1) internal communications to management, (2) information included in Company press releases and (3) analyst and industry reports for the Company and companies in its peer group.

•We performed a sensitivity analysisto evaluate the change in fair value resulting from changes in revenue growth rates, EBITDA margins, and WACC assumptions.

•With the assistance of our fair value specialists, we evaluated the reasonableness of the WACC by developing a range of independent estimates and comparing those to the WACC selected by management.

Goodwill— U.K. Reporting Unit— Refer to Notes 1 and 12 to the financial statements

Critical Audit Matter Description

The Company’s evaluation of goodwill for impairment involves the comparison of the fair value of each reporting unit to its carrying value. For the U.K. reporting unit, the Company uses a combination of the income and market approaches to estimate reporting unit fair value, which requires management to make significant estimates and assumptions related to revenue growth rates, future EBITDA, the WACC, and market multiples. Changes in these assumptions could have a significant impact on the amount of any impairment charge.

We identified the U.K. reporting unit goodwill impairment assessments as a critical audit matter because of the significant judgments made by management to estimate the fair value including revenue growth rates, future EBITDA margins, the WACC, and market multiples. This required a high degree of auditor judgment and extensive effort to evaluate the reasonableness of those management judgments, including the involvement of internal fair value specialists.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to revenue growth rates, future EBITDA margins, the WACC, and market multiples used by management to estimate the fair value of the U.K. reporting unit included the following, among others:

•We tested the effectiveness of controls over the goodwill impairment assessment, including those over the determination of the fair value for the U.K. reporting unit, such as controls related to management's forecasts of future revenues and EBITDA margins, the WACC, and market multiples.

•We performed sensitivity analyses to evaluate the change in fair value resulting from changes in revenue growth rates, future EBITDA, the WACC, and market multiples assumptions.

•We evaluated management’s ability to accurately forecast future revenues by comparing actual results to management’s historical forecasts.

•We evaluated the reasonableness of management’s forecasted revenues by comparing to (1) internal communications to management, (2) information included in Company press releases and (3) analyst and industry reports for the Company and companies in its peer group.

•With the assistance of our fair value specialists, we evaluated the reasonableness of the WACC and market multiples by:

◦Testing the source information underlying the determination of the WACC and the mathematical accuracy of the calculation.

◦Testing the source information underlying the determination of the market multiples and the mathematical accuracy of the calculation and comparing the multiples selected by management to its guideline companies.

◦Developing a range of independent estimates and comparing those to the WACC and market multiples selected by management.

/s/Deloitte & Touche LLP

Houston, Texas

February 13, 2026

We have served as the Company’s auditor since 2020.