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GROUP 1 AUTOMOTIVE INC

For the period ended Mar 31, 2026. Filed Apr 30, 2026.

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About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Mar 31, 2026 · Filed Apr 30, 2026

GPI$261.35-1.9%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2025-09-30; filed 2025-10-28.

0001031203-25-000061

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2026-03-31; filed 2026-04-30.

0001031203-26-000107

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 165 previous paragraphs and 119 current paragraphs.

50 unchanged; 43 reworded; 26 added; 64 removed; 8 previous and 0 current paragraphs rearranged.

Tables are not compared: 17 previous and 11 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (26)

Current report

In April, 2026, we undertook cost-cutting measures within our U.S. business, reducing our staffing by nearly 700 full-time employees and reducing SG&A costs through contract and vendor elimination. We expect that these efforts will remove at least $50 million in annual costs from our U.S. operations.

Current report

On April 13, 2026, the U.K. Department for Transport announced a proposal to update minimum vehicle emissions standards to align with the Euro 7 standard implemented in the European Union. If adopted, the Euro 7 standard would set stricter standards for exhaust and non-exhaust vehicle emissions, including GHG emissions. Euro 7 would also set battery durability requirements for electric vehicles (“EVs”). If finalized, stricter emissions standards could result in increased costs and affect our results of operations.

Current report

On February 28, 2026, the U.S. and the State of Israel (“Israel”) commenced coordinated military operations against the Islamic Republic of Iran (“Iran”). The resulting conflict has increased volatility in global supply chains and energy markets, as well as geopolitical instability. Continued disruptions affecting energy supplies and critical maritime transit routes, particularly the Strait of Hormuz, could drive additional increases in fuel prices and reductions in supplies, which may adversely affect consumer demand for vehicles and broader economic conditions. Additionally, the conflict could negatively impact our supply chain and vehicle availability from manufacturers.

Current report

On February 20, 2026, the U.S. Supreme Court held that President Donald Trump lacked authority under the International Emergency Economic Powers Act (“IEEPA”) to impose certain reciprocal and other emergency-based tariffs. The decision invalidated those IEEPA-based tariff actions and halted their collection. On the same date, President Donald Trump issued an executive order, which formally terminated those IEEPA‑based tariff actions and directed that their collection cease. Tariffs imposed under other statutory authorities, including Section 232 (such as the automotive and medium/heavy-duty vehicle proclamations), were not affected by the ruling or executive order and remain in force.

Current report

The Supreme Court’s decision and related executive action have created uncertainty regarding the future tariff environment, including the potential for litigation, refund claims by parties directly subject to the invalidated tariffs, and the use of alternative statutory authorities by the administration to impose new or modified tariffs. We cannot predict the timing, scope, or outcome of future tariff‑related actions or their potential effect, if any, on our results of operations. We will continue to monitor the impact of the Trump Administration’s policies and the response of U.S. trading partners on our results of operations in future periods.

Current report

On February 18, 2026, the U.S. Environmental Protection Agency (“EPA”) issued a final rule rescinding the greenhouse gas (“GHG”) “Endangerment Finding,” which provides the authority underpinning the majority of the EPA’s GHG-related regulations, including those for emissions from new motor vehicles and engines, and the National Highway Traffic Safety Administration’s Corporate Average Fuel Economy standards. The final rule also repealed all of the EPA’s GHG emission standards for light-duty, medium-duty and heavy-duty motor vehicles and engines. Litigation challenging the EPA’s final rule is ongoing, and we cannot predict the final outcome. Certain states, such as California, have continued to adopt or have announced an intent to adopt standards regulating GHG and other vehicle emissions and setting EV targets. These efforts have been subject to litigation, the outcome of which is uncertain. As a result, there is significant uncertainty with respect to U.S. regulations related to GHG emissions.

Current report

The extent to which these geopolitical developments may impact our results of operations cannot be predicted at this time.

Current report

U.S. Segment — Three Months Ended March 31, 2026 Compared to 2025

Current report

Total same store revenues in the U.S. during the Current Quarter decreased $192.8 million, or 5.1%, as compared to the Prior Year Quarter, driven by lower revenues across most business lines.

Current report

Used vehicle retail same store revenues underperformed the Prior Year Quarter, driven by a decrease in units sold, partially offset by higher pricing. We believe this underperformance reflects affordability pressures impacting demand, as well as ongoing inventory supply pressures that constrained available vehicle selection. We ended the Current Quarter with a U.S. used vehicle inventory supply of 26 days, consistent with the Prior Year Quarter. Used vehicle wholesale same store revenues outperformed the Prior Year Quarter, driven by higher pricing, partially offset by fewer units sold.

Current report

New vehicle retail same store gross profit underperformed the Prior Year Quarter, driven by reduced inventory availability for certain brands, a decrease in gross profit per unit sold and a decline in same store new vehicle retail units sold.

Current report

F&I same store gross profit underperformed the Prior Year Quarter, driven by lower F&I revenues, with gross profit per unit performance remaining consistent.

Current report

Total same store gross margin in the U.S. decreased eight basis points for the Current Quarter as compared to the Prior Year Quarter.

Current report

Total SG&A expenses in the U.S. during the Current Quarter decreased $29.2 million, or 6.5%, as compared to the Prior Year Quarter, primarily driven by an increase in gains recognized on disposal of assets of $40.5 million. Total same store SG&A expenses in the U.S. during the Current Quarter, increased $2.5 million, or 0.6%, as compared to the Prior Year Quarter, primarily driven by the absence of CDK outage related credits recognized in the Prior Year Quarter that did not recur in the Current Quarter, as well as higher third-party and professional service fees. These increases were partially offset by lower legal fees and employee related costs.

Current report

U.K. Segment — Three Months Ended March 31, 2026 Compared to 2025

Current report

Total revenues in the U.K. during the Current Quarter increased $59.7 million, or 3.8%, as compared to the Prior Year Quarter, driven by higher same store revenues and the acquisition of stores.

Current report

Total gross profit in the U.K. during the Current Quarter increased $13.7 million, or 6.3%, as compared to the Prior Year Quarter, driven by the acquisition of stores and improved same store performance.

Current report

New vehicle retail same store gross profit, decreased 3.0% on a constant currency basis compared to the Prior Year Quarter, driven by lower gross profit per unit sold, partially offset by an increase in retail units sold. Vehicle affordability pressures continue to impact new vehicle margins.

Current report

SG&A as a percentage of gross profit increased by 79 and decreased by 44 basis points on an as reported and same store basis, respectively, compared to the Prior Year Quarter.

Current report

In connection with one of the dispositions, $41.2 million in proceeds had not been received as of March 31, 2026 and was recorded as a receivable as of March 31, 2026, representing a non-cash investing activity. Refer to Note 3. Acquisitions and Dispositions within our Notes to Condensed Consolidated Financial Statements for further discussion of disposition activity.
Removed paragraphs (64)

Previous report

The U.K. economy continues to face challenges, including persistent inflation, elevated interest rates, rising energy costs and a slowdown in consumer spending. These factors have contributed to margin compression and increased operating expenses within the automotive retail industry. These economic challenges in the U.K., coupled with the voluntary termination of certain franchise agreements, caused a triggering event for the U.K. reporting unit requiring further assessment of our goodwill and intangible franchise rights. Based on our quantitative assessment, we recorded goodwill and franchise rights intangible asset impairments of $93.0 million and $23.5 million, respectively, in the U.K. reporting unit in the Current Quarter. Refer to Note 4. Intangible Franchise Rights and Goodwill within our Notes to Condensed Consolidated Financial Statements for further information.

Previous report

We will continue to monitor the challenging macroeconomic and industry conditions in the U.K. as outlined above. Further erosion in the macroeconomic environment, additional margin compression, or increases to our operating costs in the U.K. may require us to re-assess the value of our goodwill and intangible franchise rights associated with our U.K. reporting unit, which could result in additional material impairment charges in future periods.

Previous report

On October 17, 2025, President Donald Trump issued a proclamation under Section 232 imposing 25% tariffs on imported medium- and heavy-duty trucks and parts, effective November 1, 2025. The order also grants a 3.75% production credit through 2030 for vehicles and engines assembled in the U.S. The measure is expected to affect vehicle costs, sourcing and production decisions across the automotive industry, particularly for companies involved in the distribution and sale of medium- and heavy-duty vehicles. The impact of these measures on our results of operations cannot be predicted at this time.

Previous report

On September 18, 2025, the U.S. Federal Reserve lowered interest rates by 25 basis points in an effort to stimulate the labor market and economic activity. On August 7, 2025, the Bank of England lowered interest rates by 25 basis points, following earlier reductions in February and May 2025. These interest rate cuts may improve vehicle affordability for consumers, however, the impact on our results of operations cannot be predicted with certainty at this time.

Previous report

On September 16, 2025, a fire at a major U.S. aluminum production facility caused significant damage and is expected to keep the plant offline until early 2026. The facility supplies several OEMs, including Ford, Toyota and Jeep, and the disruption is anticipated to affect the production of certain aluminum-intensive vehicle models. Certain OEMs have indicated they are working with alternative aluminum suppliers to mitigate the impact of the fire. In response to these supply constraints, Ford temporarily suspended production of certain SUV models, and additional impacts to truck production may occur if aluminum shortages persist. While the ultimate impact on our new vehicle supply remains uncertain, these disruptions could result in reduced vehicle availability, which may adversely affect our results of operations.

Previous report

On September 4, 2025, President Donald Trump signed an executive order implementing the United States–Japan Agreement that revises tariff treatment for Japanese automobiles and auto parts under Section 232 of the Trade Expansion Act. Effective retroactively to August 7, 2025, imports from Japan are generally subject to a 15 percent duty, with adjustments based on existing tariff rates, which replaces the higher additional duties previously applied to these products. The impact of these measures on our results of operations cannot be predicted at this time.

Previous report

On September 2, 2025, JLR disclosed that it had experienced a significant cybersecurity incident that resulted in the temporary shutdown of certain production facilities and information technology systems. This disruption has led to delays in new vehicle deliveries, reduced availability of certain models and interruptions in certain parts supply. JLR accounted for approximately 3.8% of our total consolidated revenues during the Current Year. We cannot predict with certainty the expected total impact of the incident on our results of operations at this time and will continue to monitor developments closely.

Previous report

In the U.K., the Financial Conduct Authority (“FCA”) is reviewing the historic use of discretionary commission arrangements in motor finance. On August 1, 2025, the Supreme Court of the United Kingdom issued its judgment in the Johnson v FirstRand Bank Ltd, Wrench v FirstRand Bank Ltd and Hopcraft v Close Brothers Ltd cases. The Supreme Court of the United Kingdom ruled that dealers do not generally owe fiduciary duties but confirmed that, in some cases, commission arrangements that were not properly disclosed to customers could be treated as creating an unfair relationship under the Consumer Credit Act. On August 3, 2025, the FCA announced it will consult in October 2025 on a possible industry-wide redress scheme for affected consumers. If adopted, the scheme could be finalized such that compensation payments may begin in 2026. The FCA also confirmed that firms will not be required to issue final responses to related customer complaints until after December 4, 2025. The outcomes of the FCA’s review, any redress scheme and related proceedings remain uncertain.

Previous report

On July 4, 2025, H.R. 1, the One Big Beautiful Bill Act (“OBBBA”), was signed into law. For the automotive industry, the bill provides consumers with a tax deduction for the interest on loans for certain U.S.-assembled vehicles. The bill also eliminates federal Electric Vehicle (“EV”) tax credits for vehicles purchased or leased after September 30, 2025. Additionally, the OBBBA reinstates 100% bonus depreciation for qualified property placed in service after January 19, 2025. This provision allows for immediate expensing for income tax purposes of the full cost of eligible tangible assets, including certain machinery, equipment and building improvements. The impact of the OBBBA on our results of operations cannot be predicted with certainty at this time.

Previous report

On June 16, 2025, President Donald Trump signed an executive order Implementing the General Terms of the United States of America-United Kingdom Economic Prosperity Deal. This executive order, effective June 23, 2025, operationalizes a landmark trade agreement between the U.S. and the U.K., first announced on May 8, 2025, aimed at enhancing bilateral trade and addressing national security concerns. The order’s key provisions related to the automotive trade include (i) an annual quota allowing 100,000 U.K.-made vehicles to enter the U.S. at a reduced 10 percent tariff (7.5 percent plus 2.5 percent most-favored-nation rate); (ii) any additional imported vehicles each year will be subject to the standard 25 percent tariff rate; and (iii) automotive parts that are products of the U.K. and are for use in U.K.-made vehicles will be subject to a total tariff rate of 10 percent.

Previous report

The U.K. government has established mandated targets for the sale of new zero emissions vehicles with increasing targets in future years. On April 6, 2025, the U.K. Prime Minister announced planned changes to the EV mandate, which aim to allow carmakers more flexibility in reaching their goal to phase out internal combustion engine vehicles. The plan increases flexibility of the mandate through 2030, allowing more EVs to be sold in later years as demand increases. Further, the plan allows for the continued sale of hybrid vehicles, which can be operated by both internal combustion and batteries, through 2035 to help ease the transition. As of July 16, 2025, U.K. car manufacturers can apply for Electric Car Grants, which will discount eligible new EVs for consumers at the point of sale. Certain manufacturers urged the U.K. government to provide additional flexibility in the mandate, citing consumer demand, infrastructure limitations and the cost of compliance as potential barriers to meet future targets. Additionally, on June 12, 2025, President Donald Trump signed resolutions revoking California’s authority to enforce regulations it set forth, including Advanced Clean Cars II, which imposes stricter emissions limits for vehicles and requires nearly all new car sales to be zero-emission by 2035. California and ten other states set to implement Advanced Clean Cars II-like rules have sued the Environmental Protection Agency and President Donald Trump and are seeking to enjoin the resolutions. The impact of these changes on our vehicle mix and results of operations cannot be predicted with certainty at this time.

Previous report

On April 2, 2025, President Donald Trump signed an executive order setting a 10 percent baseline tariff on imports, with higher rates for countries running trade surpluses with the U.S. By April 9, 2025, a follow-up order paused most of the higher reciprocal tariffs for 90 days but kept the 10 percent baseline and raised Chinese tariffs. On July 7, 2025, President Donald Trump extended the tariff modifications through August 1, 2025. On August 11, 2025, President Donald Trump further extended the suspension of country-specific reciprocal tariff rates on Chinese goods and kept the 10% rate in place through November 10, 2025.

Previous report

On March 26, 2025, President Donald Trump signed a proclamation under Section 232 of the Trade Expansion Act imposing a 25 percent tariff on imported automobiles and certain automobile parts. Subsequent procedures issued by the U.S. Department of Commerce provided partial relief for vehicles qualifying under the United States-Mexico-Canada Agreement and allowed manufacturers with U.S. assembly operations to apply for offsets on parts tariffs. In August 2025, a federal appeals court limited certain tariff powers under emergency statutes, but the Section 232 automobile tariffs remain in effect. The impact on our operations and results of operations cannot be predicted at this time.

Previous report

While the possibility exists for delays, reductions, or exemptions of the automotive and reciprocal tariffs, the potential impacts of the tariffs described above, as well as the reaction of the OEMs to such tariffs, remain uncertain and could significantly increase the price of our products as well as the future mix and demand for vehicles provided by our manufacturers. Additionally, reciprocal tariffs, tariffs on steel, aluminum, copper and other materials, and the elevated tariffs against China and other countries could negatively impact the global economy, demand for our products and our manufacturers’ global supply chains. Our manufacturers’ supply chain dependencies and production facility locations vary by OEM, and as a result, certain manufacturers, vehicle models, vehicle model variations and parts could be affected more significantly by the imposition of tariffs than others. We will continue to monitor the impact of the Trump Administration’s policies and the response of U.S. trading partners on our results of operations in future periods.

Previous report

U.S. Region — Three Months Ended September 30, 2025 Compared to 2024

Previous report

Total same store revenues in the U.S. during the Current Quarter increased $273.1 million, or 7.0%, as compared to the Prior Year Quarter. This increase was driven by higher revenues across all business lines.

Previous report

Used vehicle retail same store revenues outperformed the Prior Year Quarter, driven by higher pricing, coupled with more units sold. Used vehicle wholesale same store revenues outperformed the Prior Year Quarter, driven by more units sold, coupled with higher pricing.

Previous report

Parts and service same store revenues outperformed the Prior Year Quarter, driven by increases in customer pay, warranty and wholesale revenues, partially offset by decreases in collision revenues. We are strategically reducing our smaller collision center footprints and repurposing a portion of that space to traditional service capacity, which we expect to increase returns from the higher margin service business. Same store technician headcount increased through our continued technician recruiting and retention efforts, providing greater capacity to meet increased demand.

Previous report

New vehicle retail same store gross profit underperformed the Prior Year Quarter, driven by a decrease in new vehicle retail same store gross profit per unit sold, partially offset by an increase in units sold.

Previous report

F&I same store gross profit outperformed the Prior Year Quarter, as described above for F&I same store revenues.

Previous report

Total same store gross margin in the U.S. decreased 32 basis points, primarily driven by an underperformance in new and used vehicle gross margins, partially offset by an increase in parts and service gross margins.

Previous report

Total SG&A expenses in the U.S. during the Current Quarter increased $35.7 million, or 8.0%, as compared to the Prior Year Quarter, primarily driven by the acquisition of stores as well as increases on a same store basis as further described as follows. Total same store SG&A expenses in the U.S. during the Current Quarter, increased $31.9 million, or 7.3%, as compared to the Prior Year Quarter, primarily driven by increased employee related costs, unfavorable legal settlements and third-party services.

Previous report

U.S. Region — Nine Months Ended September 30, 2025 Compared to 2024

Previous report

Total revenues in the U.S. during the nine months ended September 30, 2025 (“Current Year”) increased $838.8 million, or 7.3%, as compared to the nine months ended September 30, 2024 (“Prior Year”), driven by higher same store revenues and the acquisition of stores.

Previous report

Total same store revenues in the U.S. during the Current Year increased $768.9 million, or 6.8%, as compared to the Prior Year. This increase was driven by higher revenues across all business lines.

Previous report

New vehicle retail same store revenues outperformed the Prior Year, driven by more units sold, coupled with higher pricing. This outperformance reflects the resiliency of demand. We ended the Current Year with a U.S. new vehicle inventory supply of 52 days, four days lower than the Prior Year.

Previous report

Used vehicle retail same store revenues outperformed the Prior Year, driven by higher pricing, coupled with more units sold. Used vehicle wholesale same store revenues outperformed the Prior Year, driven by more units sold, coupled with higher pricing.

Previous report

F&I same store revenues outperformed the Prior Year, primarily driven by higher same store new and used vehicle units sold, coupled with improved penetration rates across most product offerings and improved finance and VSC income per contract.

Previous report

Total gross profit in the U.S. during the Current Year increased $133.7 million, or 6.7%, as compared to the Prior Year, driven by higher same store gross profit and the acquisition of stores.

Previous report

Total same store gross profit in the U.S. during the Current Year increased $120.9 million, or 6.2%, as compared to the Prior Year, driven by increases in parts and service, F&I and used vehicles, partially offset by a decrease in new vehicle gross profit.

Previous report

New vehicle retail same store gross profit underperformed the Prior Year, driven by a decrease in new vehicle retail same store gross profit per unit sold, partially offset by an increase in units sold.

Previous report

F&I same store gross profit outperformed the Prior Year, as described above for F&I same store revenues.

Previous report

Total same store gross margin in the U.S. remained flat for the Current Year as compared to the Prior Year.

Previous report

SG&A as a percentage of gross profit increased 271 basis points and 64 basis points on an as reported and same store basis, respectively, as compared to the Prior Year.

Previous report

Total SG&A expenses in the U.S. during the Current Year increased $142.2 million, or 11.3%, as compared to the Prior Year, primarily driven by higher same store SG&A expenses and the acquisition of stores. Total same store SG&A expenses in the U.S. during the Current Year increased $92.5 million, or 7.2%, as compared to the Prior Year, primarily driven by increased employee related costs, third-party services, unfavorable legal settlements and higher facility related expenses.

Previous report

U.K. Region — Three Months Ended September 30, 2025 Compared to 2024

Previous report

Total revenues in the U.K. during the Current Quarter increased $254.5 million, or 20.4%, as compared to the Prior Year Quarter, primarily driven by the acquisition of stores, higher same store revenues and changes in foreign currency exchange rates.

Showing the first 40 of 64 passages. Open the source sections for the rest.

Reworded paragraphs (43)

Previous wording

We are a leading operator in the automotive retail industry. We sell or lease new and used cars and light trucks; arrange related vehicle financing; sell service and insurance contracts; provide automotive maintenance and repair services; and sell vehicle parts retail and wholesale. We have operations in geographically diverse markets that extend across 17 states in the U.S. and 66 towns and cities in the U.K. As of September 30, 2025, our retail network consisted of 146 dealerships in the U.S. and 113 dealerships in the U.K.

Current wording

We are a leading operator in the automotive retail industry. We sell or lease new and used cars and light trucks; arrange related vehicle financing; sell service and insurance contracts; provide automotive maintenance and repair services; and sell vehicle parts retail and wholesale. We have operations in geographically diverse markets that extend across 17 states in the U.S. and 62 towns and cities in the U.K. As of March 31, 2026, our retail network consisted of 143 dealerships in the U.S. and 110 dealerships in the U.K.

Previous wording

We evaluate our results of operations on both an as reported and a constant currency basis. The constant currency presentation, which is a non-GAAP measure, excludes the impact of fluctuations in foreign currency exchange rates. Our primary foreign currency exposure is to the GBP. We believe providing constant currency information provides valuable supplemental information regarding our underlying business and results of operations, consistent with how we evaluate our performance. We calculate constant currency percentages by converting our current period reported results for entities reporting in currencies other than USD using comparative period exchange rates rather than the actual exchange rates in effect during the respective periods. The constant currency performance measures should not be considered a substitute for, or superior to, the measures of financial performance prepared in accordance with U.S. GAAP. Additionally, we caution investors not to place undue reliance on non-GAAP measures, but also to consider them with the most directly comparable U.S. GAAP measures. Our management also uses constant currency and adjusted cash flows from operating, investing and financing activities in conjunction with U.S. GAAP financial measures to assess our business, including communication with our Board of Directors, investors and industry analysts concerning financial performance. We disclose these non-GAAP measures and the related reconciliations because we believe investors use these metrics in evaluating longer-term period-over-period performance. These metrics also allow investors to better understand and evaluate the information used by management to assess operating performance.

Current wording

We evaluate our results of operations on both an as reported and a constant currency basis. The constant currency presentation, which is a non-GAAP measure, excludes the impact of fluctuations in foreign currency exchange rates. Our primary foreign currency exposure is to GBP. We believe providing constant currency information provides valuable supplemental information regarding our underlying business and results of operations, consistent with how we evaluate our performance. We calculate constant currency percentages by converting our current period reported results for entities reporting in currencies other than USD using comparative period exchange rates rather than the actual exchange rates in effect during the respective periods. The constant currency performance measures should not be considered a substitute for, or superior to, the measures of financial performance prepared in accordance with U.S. GAAP. Additionally, we caution investors not to place undue reliance on non-GAAP measures, but also to consider them with the most directly comparable U.S. GAAP measures. Our management also uses constant currency and adjusted cash flows from operating, investing and financing activities in conjunction with U.S. GAAP financial measures to assess our business, including communication with our Board of Directors, investors and industry analysts concerning financial performance. We disclose these non-GAAP measures and the related reconciliations because we believe investors use these metrics in evaluating longer-term period-over-period performance. These metrics also allow investors to better understand and evaluate the information used by management to assess operating performance.

Previous wording

Total revenues in the U.S. during the Current Quarter increased $306.8 million, or 7.7%, as compared to the three months ended September 30, 2024 (“Prior Year Quarter”), driven by higher same store revenues and the acquisition of stores.

Current wording

Total revenues in the U.S. during the Current Quarter decreased $157.9 million, or 4.0%, as compared to the three months ended March 31, 2025 (“Prior Year Quarter”), driven by lower same store revenues and the disposition of stores.

Previous wording

New vehicle retail same store revenues outperformed the Prior Year Quarter, driven by more units sold, coupled with higher pricing. This outperformance reflects the resiliency of demand. We ended the Current Quarter with a U.S. new vehicle inventory supply of 52 days, four days lower than the Prior Year Quarter.

Current wording

New vehicle retail same store revenues underperformed the Prior Year Quarter, driven by a decrease in units sold, partially offset by higher pricing. This underperformance reflects affordability pressures impacting demand, as well as inventory pressure on certain brands. Additionally, the Prior Year Quarter had strong results ahead of the implementation of announced tariffs. We ended the Current Quarter with a U.S. new vehicle inventory supply of 51 days, 13 days higher than the Prior Year Quarter.

Previous wording

Parts and service same store revenues outperformed the Prior Year, driven by increases in customer pay, warranty and wholesale revenues, partially offset by a decrease in collision revenues. We are strategically reducing our collision footprint and repurposing a portion of that space to traditional service capacity, which we expect to increase returns from the higher margin service business. Same store technician headcount increased through our continued technician recruiting and retention efforts, providing greater capacity to meet increased demand.

Current wording

Parts and service same store revenues outperformed the Prior Year Quarter, driven by increases in customer pay, warranty and wholesale revenues, partially offset by a decrease in collision revenues. Higher same store technician count resulted in an increase in customer pay repair orders, compared to the Prior Year Quarter, reflecting our continued technician recruiting and retention efforts and our greater capacity to meet increased demand. We continue to invest in our aftersales capacity by undertaking new construction of dealerships and through expanding existing dealership facilities.

Previous wording

F&I same store revenues outperformed the Prior Year Quarter, primarily driven by higher same store new and used vehicle units sold, coupled with improved penetration rates across most product offerings and improved finance and VSC income per contract.

Current wording

F&I same store revenues underperformed the Prior Year Quarter, driven by lower same store new and used vehicle retail units sold, partially offset by higher penetration rates on most of our products offered.

Previous wording

Total gross profit in the U.S. during the Current Quarter increased $36.9 million, or 5.4%, as compared to the Prior Year Quarter, driven by higher same store gross profit and the acquisition of stores.

Current wording

Total gross profit in the U.S. during the Current Quarter decreased $27.7 million, or 4.1%, as compared to the Prior Year Quarter, driven by lower same store gross profit and the disposition of stores.

Previous wording

Total same store gross profit in the U.S. during the Current Quarter increased $33.6 million, or 5.1%, as compared to the Prior Year Quarter, driven by increases in parts and service and F&I, partially offset by decreases in new and used vehicle gross profit.

Current wording

Total same store gross profit in the U.S. during the Current Quarter decreased $36.3 million, or 5.5%, as compared to the Prior Year Quarter, driven by decreases in new and used vehicle retail and F&I, partially offset by increases in used vehicle wholesale and parts and service gross profit.

Previous wording

Used vehicle retail same store gross profit underperformed the Prior Year Quarter, prima rily driven by lower same store gross profit per unit sold, partially offset by higher same store used vehicle retail units sold. Used vehicle wholesale same store gross profit underperformed the Prior Year Quarter, driven by a decrease in same store gross profit per unit sold, partially offset by an increase in same store units sold.

Current wording

Used vehicle retail same store gross profit underperformed the Prior Year Quarter, prima rily driven by lower same store gross profit per unit sold, coupled with a decrease in same store used vehicle retail units sold. Additionally, the limited availability of new vehicle inventory for certain brands reduced used vehicle availability, further impacting used vehicle retail units sold. Used vehicle wholesale same store gross profit outperformed the Prior Year Quarter, driven by an increase in same store gross profit per unit sold, partially offset by a decrease in same store units sold.

Previous wording

Parts and service same store gross profit outperformed the Prior Year Quarter, driven by increases in customer pay and warranty gross profit, partially offset by decreases in wholesale and collision gross profit.

Current wording

Parts and service same store gross profit outperformed the Prior Year Quarter, driven by increases in customer pay and warranty gross profit, partially offset by decreases in wholesale and collision gross profit. We believe this reflects both the benefit of the strategic decision to reduce our collision footprint in exchange for higher margin service business, and our focus on shop efficiency.

Previous wording

SG&A as a percentage of gross profit increased 161 basis points and increased 141 basis points on an as reported and same store basis, respectively, compared to the Prior Year Quarter.

Current wording

SG&A as a percentage of gross profit decreased 167 basis points and increased 434 basis points on an as reported and same store basis, respectively, compared to the Prior Year Quarter.

Previous wording

Retail new and used vehicle units sold include new and used vehicle agency units. The agency units and related revenues are excluded from the calculation of the average sales price per unit sold for new vehicles as only the sales commission is reported within revenues. The agency units and related net revenues are included in the calculation of gross profit per unit sold. The GBP to USD foreign currency exchange rate has fluctuated from £1 to$1.339 at September 30, 2024, to £1 to$1.344 at September 30, 2025, or an increase in the value of the GBP of 0.4%.

Current wording

Retail new and used vehicle units sold include new and used vehicle agency units. The agency units and related revenues are excluded from the calculation of the average sales price per unit sold for new vehicles as only the sales commission is reported within revenues. The agency units and related net revenues are included in the calculation of gross profit per unit sold. The GBP to USD foreign currency exchange rate has fluctuated from £1 to$1.294 at March 31, 2025, to £1 to$1.322 at March 31, 2026, or an increase in the value of the GBP of 2.2%.

Previous wording

Total same store revenues in the U.K. during the Current Quarter increased $47.5 million, or 3.9%, as compared to the Prior Year Quarter, primarily driven byoutperformances across all lines of business except new vehicle retail. On a constant currency basis, same store revenues increased 0.6%, driven by the same outperformances.

Current wording

Total same store revenues in the U.K. during the Current Quarter increased $130.3 million, or 8.8%, as compared to the Prior Year Quarter, driven byoutperformances across nearly all lines of business, led by used vehicle retail, parts and service and F&I, partially offset by a decline in used vehicle wholesale. On a constant currency basis, same store revenues increased 2.2%, reflecting underlying growth across most business lines, with the exception of new vehicle retail and used vehicle wholesale.

Previous wording

New vehicle retail same store revenues, on a constant currency basis, under performed the Prior Year Quarter, driven by lower units sold. The Current Quarter ended with a U.K. new vehicle inventory supply of 20 days, three days lower than the Prior Year Quarter.

Current wording

New vehicle retail same store revenues decreased 1.6%, on a constant currency basis compared to the Prior Year Quarter. The decrease occurred despite increases in both unit sales and average selling prices in USD, as average selling prices declined on a GBP basis. The Current Quarter ended with a U.K. new vehicle inventory supply of 19 days, an increase of three days compared to the Prior Year Quarter.

Previous wording

Used vehicle wholesale same store revenues, on a constant currency basis, outperformed the Prior Year Quarter, primarily driven by an increase in wholesale used vehicle units sold.

Current wording

Used vehicle retail same store revenues increased 6.0%on a constant currency basis compared to the Prior Year Quarter, driven by increases in both unit sales and average selling prices. The Current Quarter ended with a U.K. used vehicle inventory supply of 42 days, a decrease of five days compared to the Prior Year Quarter. Used vehicle wholesale same store revenues, on a constant currency basis, underperformed the Prior Year Quarter, primarily due to a decline in wholesale used vehicle units sold.

Previous wording

Parts and service same store revenues, on a constant currency basis, outperformed the Prior Year Quarter, driven by increases in customer pay and wholesale revenues, partially offset by a decrease in warranty revenues. We have invested in improvements to our U.K. customer contact center, streamlining operations to make scheduling appointments easier for customers, resulting in an increase in customer pay parts and service activity driving an increase in revenues as compared to the Prior Year Quarter.

Current wording

Parts and service same store revenues increased 8.4%on a constant currency basis compared to the Prior Year Quarter, driven by increases in customer pay, warranty and wholesale revenues, partially offset by a decrease in collision revenue. We have invested in improvements to our U.K. customer contact center, streamlining operations to make scheduling appointments easier for customers, resulting in an increase in customer pay parts and service activity driving an increase in revenues as compared to the Prior Year Quarter.

Previous wording

F&I, net same store revenues, on a constant currency basis, outperformed the Prior Year Quarter, driven by higher income per contract on most of our F&I products and improved finance and VSCpenetration rates.

Current wording

F&I, net same store revenues, on a constant currency basis, outperformed the Prior Year Quarter, driven by higher income per contract from our retail finance fees, improved penetration rates on vehicle service contracts and higher new and used vehicle retail unit sales.

Previous wording

Total same store gross profit in the U.K. during the Current Year increased $20.4 million, or 5.6%, as compared to the Prior Year. On a constant currency basis, total same store gross profit increased 2.6%, driven by increases in F&I, parts and service and used vehicle wholesale, partially offset by downward pressure on new and used vehicle retail margins.

Current wording

Total same store gross profit in the U.K. during the Current Quarter increased $24.5 million, or 12.1%, as compared to the Prior Year Quarter. On a constant currency basis, total same store gross profit increased 5.3%, driven by increases in parts and service, F&I and used vehicle retail, partially offset by downward pressure on new vehicle retail and used vehicle wholesale margins.

Previous wording

New vehicle retail same store gross profit, on a constant currency basis, underperformed the Prior Year Quarter, due to a decrease in units sold, coupled with a decline in gross profit per unit sold on a constant currency basis.

Current wording

Used vehicle retail same store gross profit increased 2.5% on a constant currency basis compared to the Prior Year Quarter, driven by an increase in retail units sold, partially offset by a decline in gross profit per unit sold.

Previous wording

Parts and service same store gross profit, on a constant currency basis, outperformed the Prior Year, driven by increases in parts and service same store revenues, as discussed above.

Current wording

Parts and service same store gross profit, on a constant currency basis, outperformed the Prior Year Quarter, driven by the increase in parts and service same store revenues, as discussed above.

Previous wording

Total same store gross margin in the U.K. increased 10 basis points, primarily driven by improvements in used vehicle wholesale. This increase was partially offset by underperformances in new and used vehicle retail.

Current wording

Total same store gross margin in the U.K. increased 41 basis points, primarily driven by improvements in parts and service gross margin, offset by declines in our other lines of business.

Previous wording

Total SG&A expenses in the U.K. during the Current Quarter increased $27.6 million, or 18.9%, as compared to the Prior Year Quarter. Total same store SG&A expenses in the U.K. during the Current Quarter increased $4.7 million, or 3.4%, as compared to the Prior Year Quarter, due tochanges in foreign currency exchange rates. On a constant currency basis, total same store SG&A expenses remained consistent, as increases on a total same store basis were primarily driven by higher employee related costs, loaner vehicle and facility costs, offset by lower professional and legal fees, compared to the Prior Year Quarter.

Current wording

Total SG&A expenses in the U.K. during the Current Quarter increased $12.5 million, or 7.4%, as compared to the Prior Year Quarter. Total same store SG&A expenses in the U.K. during the Current Quarter increased $18.0 million, or 11.5%, as compared to the Prior Year Quarter. On a constant currency basis, total same store SG&A expenses increased 4.2% as compared to the Prior Year Quarter. These increases on a total same store basis were primarily driven by higher employee related costs, vehicle delivery and facility costs, offset by lower professional service fees.

Previous wording

Consolidated Selected Comparisons — Three and Nine Months Ended September 30, 2025 Compared to 2024

Current wording

Consolidated Selected Comparisons — Three Months Ended March 31, 2026 Compared to 2025

Previous wording

Depreciation and amortization expense for the Current Quarter and Current Year was higher compared to the Prior Year Quarter and Prior Year, primarily driven by acquired property and equipment in our U.S. and U.K. regions, as we continue to strategically add dealership related real estate and facilities to our investment portfolio and make improvements to our existing facilities intended to enhance the profitability of our dealerships and improve the overall customer experience.

Current wording

Depreciation and amortization expense for the Current Quarter was higher compared to the Prior Year Quarter, primarily driven by acquired property and equipment in our U.S. and U.K. segments, as we continue to strategically add dealership related real estate and facilities to our investment portfolio and make improvements to our existing facilities intended to enhance the profitability of our dealerships and improve the overall customer experience.

Previous wording

During the Current Quarter and Current Year, we incurred $1.6 million and $20.3 million of restructuring charges in the U.K., respectively. Restructuring charges primarily consist of planned workforce realignment, strategic closing of certain facilities and systems integrations, among other efforts to increase operational efficiency and profitability in connection with the integration of the Inchcape Retail acquisition with our U.K. business. The Company anticipates implementing further restructuring plans in the U.K. in future periods to reduce costs.

Current wording

During the Current Quarter, we incurred $1.0 million of restructuring charges in the U.K. related to the 2025 Restructuring Plan, a decrease of $10.1 million compared to the restructuring charges incurred during the Prior Year Quarter, related to the 2024 Restructuring Plan that was completed during 2025. Restructuring charges primarily consist of planned workforce realignment, strategic closing of certain facilities and systems integrations, among other efforts to increase operational efficiency and profitability. The Company expects to take additional action throughout 2026 to further optimize operations and reduce costs.

Previous wording

Total floorplan interest expense during the Current Quarter decreased $7.5 million, or 24.0%, as compared to the Prior Year Quarter. For the Current Year, floorplan interest expense increased $0.6 million, or 0.8%, as compared to the Prior Year. The decrease in floorplan interest expense during the Current Quarter wasdriven primarily by a decrease in new vehicle inventories coupled with decreased floorplan interest rates compared to the Prior Year Quarter. Floorplan interest expense during the Current Year remained flat.

Current wording

Total floorplan interest expense during the Current Quarter decreased $3.6 million, or 13.4%, as compared to the Prior Year Quarter. The decrease in floorplan interest expense during the Current Quarter was driven by lower used vehicle inventories and reduced floorplan interest rates, along with higher floorplan offset interest income resulting from increased balances in offset accounts, compared to the Prior Year Quarter.

Previous wording

Other interest expense, net during the Current Quarter, increased $8.2 million, or 20.6%, as compared to the Prior Year Quarter. For the Current Year, other interest expense, net, increased $27.9 million, or 27.3%, as compared to the Prior Year. The increase in other interest expense, net during the Current Quarter and Current Year was primarily attributable to interest expense associated with the 6.375% Senior Notes issued in 2024, as well as interest expense attributable to the Acquisition Line and other debt. Refer to Note 10. Debt within our Notes to Condensed Consolidated Financial Statements for additional discussion of our debt.

Current wording

Other interest expense, net during the Current Quarter, increased $9.0 million, or 22.7%, as compared to the Prior Year Quarter. The increase in other interest expense, net during the Current Quarter was primarily attributable to interest expense associated with the Acquisition Line, partially offset by a decrease in interest expense associated with other debt. Refer to Note 9. Debt within our Notes to Condensed Consolidated Financial Statements for additional discussion of our debt.

Previous wording

Provision for income taxes of $23.0 million during the Current Quarter decreased by $19.4 million, or 45.7%, as compared to the Prior Year Quarter. For the Current Year, our provision for income taxes of $106.8 million decreased by $26.7 million, or 20.0%, as compared to the Prior Year. The tax expense decrease in the Current Quarter and Current Year, as compared to the Prior Year Quarter and Prior Year, was primarily due to lower pre-tax income. Our Current Quarter effective tax rate of 63.7%was higher than the Prior Year Quarter’s effective tax rate of 26.6%, primarily due to the non-deductible U.K. goodwill impairment of$93.0 millionin the Current Quarter compared to the Prior Year Quarter.

Current wording

Provision for income taxes of $40.6 million during the Current Quarter increased by $0.9 million, or 2.1%, as compared to the Prior Year Quarter. The tax expense increase in the Current Quarter, as compared to the Prior Year Quarter, was primarily due to higher pre-tax income. Our Current Quarter effective tax rate of 23.8% is substantially consistent with the Prior Year Quarter’s effective tax rate of 23.7%.

Previous wording

However, we believe that all floorplan financing of inventory purchases in the normal course of business should correspond with the related inventory activity and be classified as an operating activity. As a result, we use the non-GAAP measure “Adjusted net cash provided by/used in operating activities” and “Adjusted net cash provided by/used in financing activities” to further evaluate our cash flows. We believe that this classification eliminates excess volatility in our operating cash flows prepared in accordance with U.S. GAAP. In addition, floorplan financing associated with dealership acquisitions and dispositions are classified as investing activities on an adjusted basis to eliminate excess volatility in our operating cash flows prepared in accordance with U.S. GAAP.

Current wording

However, we believe that all floorplan financing of inventory purchases in the normal course of business should correspond with the related inventory activity and be classified as an operating activity. As a result, we use the non-GAAP measure “Adjusted net cash provided by/used in operating activities” and “Adjusted net cash provided by/used in financing activities” to further evaluate our cash flows. We believe that this classification eliminates excess volatility in our operating cash flows prepared in accordance with U.S. GAAP. In addition, floorplan financing associated with dealership acquisitions and dispositions is classified as investing activities on an adjusted basis to eliminate excess volatility in our operating cash flows prepared in accordance with U.S. GAAP.

Previous wording

Sources and Uses of Liquidity from Operating Activities — Nine Months Ended September 30, 2025 Compared to 2024

Current wording

Sources and Uses of Liquidity from Operating Activities — Three Months Ended March 31, 2026 Compared to 2025

Previous wording

For the Current Year, net cash provided by operating activities increased by $191.6 million, as compared to the Prior Year. On an adjusted basis for the same period, adjusted net cash provided by operating activities increased by $44.8 million. The increase on an adjusted basis was primarily driven by a $335.2 million decrease in inventories and asset impairment charges of $129.1 million, partially offset by a $121.7 million decrease in net income and $305.5 million decrease in floorplan notes payable - manufacturer affiliates.

Current wording

For the Current Quarter, net cash provided by operating activities decreased by $66.3 million, as compared to the Prior Year Quarter. On an adjusted basis for the same period, adjusted net cash provided by operating activities increased by $9.6 million. The increase on an adjusted basis was primarily driven by a $118.0 million increase in floorplan notes payable – manufacturer affiliates, a $63.9 million decrease in contracts-in-transit and vehicle receivables and a $22.5 million decrease in prepaid expenses and other assets, partially offset by a $148.1 million increase in inventories and a $39.7 million increase in non-cash gains from the disposition of assets.

Previous wording

Sources and Uses of Liquidity from Investing Activities — Nine Months Ended September 30, 2025 Compared to 2024

Current wording

Sources and Uses of Liquidity from Investing Activities — Three Months Ended March 31, 2026 Compared to 2025

Previous wording

For the Current Year, net cash used in investing activities decreased by $550.2 million, as compared to the Prior Year. On an adjusted basis for the same period, adjusted net cash used in investing activities decreased by $564.8 million, primarily due to a $707.1 million decrease in acquisition activity and a $30.2 million decrease in escrow payments for acquisitions, partially offset by a $123.4 million decrease in proceeds from the disposition of franchises and property and equipment and a $39.6 million increase in purchases of property and equipment, including real estate.

Current wording

For the Current Quarter, net cash provided by investing activities increased by $222.9 million, as compared to the Prior Year Quarter. On an adjusted basis for the same period, adjusted net cash provided by investing activities increased by $138.7 million, primarily due to a $151.6 million increase in proceeds from the disposition of franchises and property and equipment, as well as a $14.5 million decrease in acquisition activity. The increase was partially offset by a $31.8 million increase in purchases of property and equipment, including real estate.

Previous wording

For the Current Year, $192.2 million was used to purchase property and equipment.

Current wording

For the Current Quarter, $84.0 million was used to purchase property and equipment.

Previous wording

Sources and Uses of Liquidity from Financing Activities — Nine Months Ended September 30, 2025 Compared to 2024

Current wording

Sources and Uses of Liquidity from Financing Activities — Three Months Ended March 31, 2026 Compared to 2025

Previous wording

For the Current Year, net cash provided by financing activities decreased by $756.5 million, as compared to the Prior Year. On an adjusted basis for the same period, adjusted net cash provided by financing activities decreased by $624.3 million. The decrease in net cash provided by financing activities on an adjusted basis was primarily driven by the issuance of $500 million of 6.375% Senior Notes in the Prior Year, decreases in net borrowings of real estate-related and other debt of $492.2 million, decreases in net borrowings on our U.S. Floorplan line of $290.1 million (representing the net cash activity in our floorplan offset account), and a $120.2 million increase in repurchases of common stock. These decreases were partially offset by a $773.0 million increase in net borrowings on the Acquisition Line.

Current wording

For the Current Quarter, net cash used in financing activities increased by $180.7 million, as compared to the Prior Year Quarter. On an adjusted basis for the same period, adjusted net cash used in financing activities increased by $172.5 million. The increase in net cash used in financing activities on an adjusted basis was primarily driven by a $405.3 million increase in net repayments on the Acquisition Line. This increase was partially offset byan increase in net borrowings on our U.S. Floorplan line of $171.4 million (representing the net cash activity in our floorplan offset account) and a $50.4 million decrease in repurchases of common stock.

Previous wording

(1) The available balance at September 30, 2025, includes $402.9 million of immediately available funds. The remaining available balance can be used for vehicle inventory financing.

Current wording

(1) The available balance at March 31, 2026, includes $149.1 million of immediately available funds. The remaining available balance can be used for vehicle inventory financing.

Previous wording

(2) The outstanding balance of$721.8 million is related to outstanding letters of credit of$11.8 million and$710.0 million in USD borrowings. The available borrowings may be limited from time to time, based on certain debt covenant calculations, and as a result, the outstanding balance plus available borrowings may not equal the total commitment.

Current wording

(2) The outstanding balance of $516.3 million is relatedto outstanding letters of credit of $12.3 million and$504.0 million in USD borrowings. The available borrowings may be limited from time to time, based on certain debt covenant calculations, and as a result, the outstanding balance plus available borrowings may not equal the total commitment.

Previous wording

(3)The available balance at September 30, 2025, includes no immediately available funds. The remaining available balance can be used for Ford new vehicle inventory financing.

Current wording

(3)The available balance at March 31, 2026, includes $0.6 million of immediately available funds. The remaining available balance can be used for Ford new vehicle inventory financing.

Previous wording

(5) The outstanding balance excludes$594.6 million of borrowings with manufacturer-affiliates and third-party financial institutions for foreign and loaner vehicle financing not associated with any of our U.S. credit facilities.

Current wording

(5) The outstanding balance excludes $698.2 million of borro wings with manufacturer-affiliates and third-party financial institutions for foreign and loaner vehicle financing not associated with any of our U.S. credit facilities.

Showing the first 40 of 43 pairs. Open the source sections for the rest.

Rearranged previous paragraphs (8)

Previous report — wording carried elsewhere

(1) Floorplan assistance is included within Gross Profit — New vehicle retail sales above and Cost of Sales — New vehicle retail sales in our Condensed Consolidated Statements of Operations.

Previous report — wording carried elsewhere

Same Store Operating Data — U.S.

Previous report — wording carried elsewhere

Used vehicle retail same store gross profit outperformed the Prior Year, primarily driven by higher same store used vehicle retail units sold, partially offset by lower same store gross profit per unit sold. Used vehicle wholesale same store gross profit outperformed the Prior Year, driven by an increase in same store gross profit per unit sold, coupled with an increase in same store units sold.

Previous report — wording carried elsewhere

Parts and service same store gross profit outperformed the Prior Year, driven by increases in customer pay and warranty gross profit, partially offset by decreases in wholesale and collision gross profit.

Previous report — wording carried elsewhere

Same Store Operating Data — U.K.

Previous report — wording carried elsewhere

Retail new and used vehicle units sold include new and used vehicle agency units. The agency units and related revenues are excluded from the calculation of the average sales price per unit sold for new vehicles as only the sales commission is reported within revenues. The agency units and related net revenues are included in the calculation of gross profit per unit sold. The GBP to USD foreign currency exchange rate has fluctuated from £1 to $1.339 at September 30, 2024, to £1 to $1.344 at September 30, 2025, or an increase in the value of the GBP of 0.4%.

Previous report — wording carried elsewhere

Used vehicle wholesale same store revenues, on a constant currency basis, outperformed the Prior Year, primarily driven by an increase in wholesale used vehicle units sold.

Previous report — wording carried elsewhere

Parts and service same store revenues, on a constant currency basis, outperformed the Prior Year, driven by an increase in customer pay revenues, partially offset by decreases in warranty and wholesale revenues. We have invested in improvements to our U.K. customer contact center, streamlining operations to make scheduling appointments easier for customers, resulting in an increase in customer pay parts and service activity driving an increase in revenues as compared to the Prior Year.