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GROUP 1 AUTOMOTIVE INC

For the period ended Sep 30, 2026. Filed Oct 29, 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.

Sep 30, 2026 · Filed Oct 29, 2026

GPI$268.46+2.7%Stored close · as of Nov 9, 2026

Extracted filing text, with the paragraph anchors used by the comparison.

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Item 6. Exhibits

The exhibits required to be filed or furnished by Item 601 of Regulation S-K are listed below.

EXHIBIT INDEX

ExhibitNumber · Description
2.1—Purchase and Sale Agreement, dated as of July 30, 2026, by and among Group 1 Automotive, Inc., Hennessy Automobile Companies, Inc., Telalee Partners, Inc., Woodhaven Partners, LLC, Woodhaven Partners II, Inc., Hennessy Cadillac, Inc., Tuxedo Partners, Inc., Valley Partners, Inc., Berwyn Partners, Inc., the affiliated real estate holding entities identified therein, and solely for the limited purposes set forth therein, Peter R. Hennessy, Mark W. Hennessy and Stephen R. Hennessy (incorporated by reference to Exhibit 2.1 of Group 1 Automotive Inc.’s Current Report on Form 8-K (File No. 001-13461) filed October 21, 2026) (certain schedules and exhibits omitted pursuant to Item 601(a)(5) of Regulation S-K)
2.2—First Amendment to Purchase and Sale Agreement, dated as of October 2, 2026, by and among Group 1 Automotive, Inc., Hennessy Automobile Companies, Inc., Telalee Partners, Inc., Woodhaven Partners, LLC, Woodhaven Partners II, Inc., Hennessy Cadillac, Inc., Tuxedo Partners, Inc., Valley Partners, Inc., Berwyn Partners, Inc., the affiliated real estate holding entities identified therein, and solely for the limited purposes set forth therein, Peter R. Hennessy, Mark W. Hennessy and Stephen R. Hennessy (incorporated by reference to Exhibit 2.2 of Group 1 Automotive Inc.’s Current Report on Form 8-K (File No. 001-13461) filed October 21, 2026) (certain schedules and exhibits omitted pursuant to Item 601(a)(5) of Regulation S-K)
3.1—Fifth Amended and Restated Certificate of Incorporation of Group 1 Automotive, Inc. effective May 12, 2026 (incorporated by reference to Exhibit 3.1 of Group 1 Automotive Inc.’s Current Report on Form 8-K (File No. 001-13461) filed May 15, 2026)
3.2—Sixth Amended and Restated Bylaws of Group 1 Automotive, Inc. effective May 12, 2026 (incorporated by reference to Exhibit 3.2 of Group 1 Automotive Inc.’s Current Report on Form 8-K (File No. 001-13461) filed May 15, 2026)
4.1—2032 Notes Indenture, dated as of September 22, 2026, by and among Group 1 Automotive, Inc., the guarantors party thereto and Computershare Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.1 of Group 1 Automotive Inc.’s Current Report on Form 8-K (File No. 001-13461) filed September 22, 2026)
4.2—2035 Notes Indenture, dated as of September 22, 2026, by and among Group 1 Automotive, Inc., the guarantors party thereto and Computershare Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.2 of Group 1 Automotive Inc.’s Current Report on Form 8-K (File No. 001-13461) filed September 22, 2026)
4.3—Form of 6.250% Senior Notes due 2032 (included as Exhibit A to Exhibit 4.1) (incorporated by reference to Exhibit 4.3 of Group 1 Automotive Inc.’s Current Report on Form 8-K (File No. 001-13461) filed September 22, 2026)
4.4—Form of 6.625% Senior Notes due 2035 (included as Exhibit A to Exhibit 4.2) (incorporated by reference to Exhibit 4.4 of Group 1 Automotive Inc.’s Current Report on Form 8-K (File No. 001-13461) filed September 22, 2026)
10.1—Stockholder Agreement, dated September 21, 2026, by and between Group 1 Automotive, Inc. and Conifer Management, L.L.C. (collectively with Conifer Capital Management, L.L.C., Acacia Partners LP, Acacia Conservation Fund LP and each of their controlled Affiliates) (incorporated by reference to Exhibit 10.1 of Group 1 Automotive Inc.’s Current Report on Form 8-K (File No. 001-13461) filed September 22, 2026)
10.2—Master Credit Agreement, dated September 23, 2026, by and among Group 1 Realty, Inc. as Borrower, and Bank of America, N.A. (incorporated by reference to Exhibit 10.1 of Group 1 Automotive Inc.’s Current Report on Form 8-K (File No. 001-13461) filed September 24, 2026)
31.1*—Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*—Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1*—Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2*—Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*—XBRL Instance Document
101.SCH*—XBRL Taxonomy Extension Schema Document
101.CAL*—XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*—XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*—XBRL Taxonomy Extension Label Linkbase Document
101.PRE*—XBRL Taxonomy Extension Presentation Linkbase Document
104*—Cover Page Interactive Data File (formatted in Inline XBRL and contained in exhibit 101)
*Filed or furnished herewith
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