GROUP 1 AUTOMOTIVE INC

Unless the context requires otherwise, references to “we,” “us,” “our,” “Group 1” or the “Company” are intended to mean the business and operations of Group 1 Automotive, Inc. and its subsidiaries.

This Quarterly Report on Form 10-Q (this “Form 10-Q”) includes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These include, but are not limited to, statements concerning: our strategy and future operating performance, our ability to achieve anticipated savings from cost reduction and restructuring initiatives; our ability to obtain desirable new and used vehicle inventory and parts and materials for our service operations, including in light of supply constraints, resulting from armed conflicts in Ukraine and the Middle East (including that between the U.S. and Iran), and increased costs for items such as synthetic motor oils; our liquidity, indebtedness and interest expense, and the availability and cost of financing, including consumer credit, the level of manufacturer incentives and our relationships with our manufacturers; capital allocation, including share repurchases and dividends; acquisitions and divestitures, including manufacturer approval, timing and completion, and the integration of the Hennessy Acquisition and realization of its anticipated operational, financial and strategic benefits; potential impairment of goodwill and intangible franchise rights; the Stockholder Agreement and the actions of our significant stockholders; cyberattacks or other privacy or data security incidents, including those affecting our vendors’ systems; business trends in the retail automotive industry; legislative, regulatory and policy changes including (i) battery EV mandates and vehicle emissions standards in the U.K. and their impact on new vehicle demand, (ii) U.S. global trade policy (including tariffs on imported automobiles and on parts and materials, retaliatory tariffs and litigation and refund claims related to invalidated tariffs), and (iii) changes to U.S. federal tax laws, including deductions affecting the domestic auto industry and the availability of clean energy tax credits for EV production and sales; and general economic conditions in the U.S. and the U.K., including inflation, interest and foreign exchange rates, vehicle affordability and consumer demand. When used in this Form 10-Q, the words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “should,” “will” and similar expressions are intended to identify forward-looking statements.

These forward-looking statements are based on the Company’s current expectations, assumptions and beliefs as of the date of this Form 10-Q concerning future developments and their potential effect on the Company and are not guarantees of future performance. While management believes these statements are reasonable, there can be no assurance that future developments affecting the Company will be those described above. These forward-looking statements involve significant risks and uncertainties that could cause actual results to differ materially from those expressed or implied, including, but not limited to, the risks set forth in Part II, Item 1A. Risk Factors of this Form 10-Q and Item 1A. Risk Factors in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 (the “2025 Form 10-K”).

Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date hereof. The Company expressly disclaims any duty to update or publicly revise any such statements, whether as a result of new information, new developments or otherwise, except as required by law.