Form 8-K

8-K — GROUP 1 AUTOMOTIVE INC

Accession: 0001031203-26-000126

Filed: 2026-08-11

Period: 2026-08-10

CIK: 0001031203

SIC: 5500 (RETAIL-AUTO DEALERS & GASOLINE STATIONS)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Regulation FD Disclosure

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — gpi-20260810.htm (Primary)

EX-99.1 (exhibit991-81126.htm)

EX-99.2 (exhibit992-81126.htm)

GRAPHIC — GPI LOGO (gpilogo.jpg)

GRAPHIC — GPI LOGO (gpilogoa.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: gpi-20260810.htm · Sequence: 1

gpi-20260810

0001031203false00010312032026-08-102026-08-10

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): August 10, 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 240.14d-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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 10, 2026, the Board of Directors (the “Board”) of Group 1 Automotive, Inc., a Delaware corporation (“the Company”), appointed David C. Kimbell to the Board and expanded the Board’s membership to ten directors. The Board also appointed Mr. Kimbell to serve as a member of the Audit Committee of the Board. There are no understandings or arrangements between Mr. Kimbell or any other person pursuant to which Mr. Kimbell was selected to serve as a director of the Board. There are no relationships between Mr. Kimbell and the Company or any of its subsidiaries that would require disclosure pursuant to Item 404(a) of Regulation S-K.

Mr. Kimbell will receive compensation for his service as a member of the Board that is consistent with the compensatory arrangements the Company has in place with its other non-employee directors, as disclosed in the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on April 2, 2026. With respect to the equity compensation award portion of his Board retainer, on August 10, 2026, Mr. Kimbell received a pro-rata award of restricted stock units valued at $88,657 (pro-rated from $225,000) pursuant to the Company’s 2024 Incentive Compensation Plan, as amended. Restricted stock units awarded to non-employee directors are fully vested immediately upon issuance. The restricted stock units settle on the date of the director’s separation from service, as defined in Section 409A of the Internal Revenue Code, as amended, and will be settled in a lump sum cash payment.

In connection with his appointment to the Board, the Company will enter into an indemnification agreement (the “Indemnification Agreement”) with Mr. Kimbell, pursuant to which the Company will agree to indemnify Mr. Kimbell, under the circumstances and to the extent provided for therein, for actions taken in his capacity as a director of the Company to the fullest extent permitted by Delaware law and to advance certain expenses and costs incurred by him. The foregoing description is qualified in its entirety by reference to the full and complete text of the Indemnification Agreement, a form of which is attached as Exhibit 10.1 hereto and is incorporated into this Item 5.02 by reference.

Item 7.01 Regulation FD Disclosure.

On August 11, 2026, the Company issued a press release announcing Mr. Kimbell’s appointment to the Board, effective August 10, 2026. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated in this Item 7.01 by reference.

As provided in General Instruction B.2. of Form 8-K, the information in the press release attached as Exhibit 99.1 and incorporated by reference in this Item 7.01 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 8.01 Other Events.

On August 11, 2026, the Company announced that its Board approved a cash dividend of $0.55 per share, payable on September 15, 2026, to stockholders of record as of September 1, 2026.

A copy of the press release is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No. Description

99.1

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

99.2

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

10.1

Form of Indemnification Agreement of Group 1 Automotive, Inc. (incorporated by reference to Exhibit 10.1 of Group 1 Automotive, Inc.’s Form 8-K (File No. 001-13461) filed November 13, 2007).

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: August 11, 2026 By: /s/ Gillian A. Hobson

Name: Gillian A. Hobson

Title: Senior Vice President

EX-99.1

Filename: exhibit991-81126.htm · Sequence: 2

Document

Exhibit 99.1

FOR IMMEDIATE RELEASE

Group 1 Automotive Appoints Dave Kimbell to Board of Directors

HOUSTON, TX, August 11, 2026 — Group 1 Automotive, Inc. (NYSE: GPI) (“Group 1” or the “Company”) today announced the appointment of David C. Kimbell to its Board of Directors, effective August 10, 2026. He will serve on the Board’s Audit Committee. With the addition of Mr. Kimbell, the Board increased in size from nine to ten members.

Mr. Kimbell is a seasoned retail executive with more than 30 years of experience building brands, developing high-performing teams and delivering strategic growth plans across consumer-driven, omnichannel businesses. He most recently served as Chief Executive Officer of Ulta Beauty, the largest specialty beauty retailer in the U.S., with more than 1,500 stores and a rapidly growing e-commerce business. During his tenure as CEO, the company’s revenue increased from $6.2 billion in 2020 to $11.3 billion driven by loyalty program expansion, product assortment leadership and a unified guest experience across physical and digital retail. Prior to his appointment as CEO, Mr. Kimbell served as President and Chief Merchandising and Marketing Officer of Ulta overseeing functions including merchandising, e-commerce, loyalty, and corporate strategy.

“We are excited to welcome David to our Board,” said Charles Szews, Group 1’s Non-Executive Chair of the Board. “Throughout his career, he has had the vision to reimagine the retail experience and his track record of building customer loyalty and digital retailing will provide invaluable perspective as our industry and Company continue to evolve.”

“I'm honored to join Group 1’s Board and am excited to bring my experience to the Company at this dynamic time in automotive retail,” said Mr. Kimbell. “I've seen firsthand how pairing a relentless focus on the customer with the intelligent use of data can differentiate a business. The principles that drive great retail are universal, and I look forward to supporting Group 1’s customer-focused efforts and helping the Company best position itself for long-term value creation.”

Mr. Kimbell currently serves on the Board of Best Buy Co., Inc. He holds a B.A in Economics and Management from DePauw University and an M.B.A from Purdue University.

ABOUT GROUP 1 AUTOMOTIVE, INC.

Group 1 owns and operates 249 automotive dealerships, 310 franchises, and 32 collision centers in the United States and the United Kingdom that offer 37 brands of automobiles. Through its dealerships and omni-channel platform, the Company sells new and used cars and light trucks; arranges related vehicle financing; sells service and insurance contracts; provides automotive maintenance and repair services; and sells vehicle parts.

Group 1 discloses additional information about the Company, its business, and its results of operations at www.group1corp.com, www.group1auto.com, www.group1collision.com, www.acceleride.com, and www.facebook.com/group1auto.

Investor contacts:

David Helderman

Senior Manager, Investor Relations

Group 1 Automotive, Inc.

ir@group1auto.com

Media contacts:

Pete DeLongchamps

Senior Vice President, Manufacturer Relations, Financial Services and Corporate Development

Group 1 Automotive, Inc.

pdelongchamps@group1auto.com

Kimberly Barta

Head of Advertising, Brand and Communications

Group 1 Automotive, Inc.

kbarta@group1auto.com

Jude Gorman / Clayton Erwin

Collected Strategies

Group1-CS@collectedstrategies.com

EX-99.2

Filename: exhibit992-81126.htm · Sequence: 3

Document

Exhibit 99.2

FOR IMMEDIATE RELEASE

Group 1 Automotive Board Declares Quarterly Dividend

HOUSTON, TX, August 11, 2026 — Group 1 Automotive, Inc. (NYSE: GPI) (“Group 1” or the “Company”), a Fortune 250 automotive retailer with 249 dealerships located in the U.S. and U.K., today announced its board of directors declared a quarterly dividend of $0.55 per share. The dividend is consistent with the Company’s previously announced increase of 10% in its annualized dividend rate from $2.00 per share in 2025 to $2.20 per share in 2026.

The dividend is payable on September 15, 2026 to stockholders of record as of September 1, 2026.

ABOUT GROUP 1 AUTOMOTIVE, INC.

FORWARD-LOOKING STATEMENTS

All statements in this press release related to future, not past, events are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, which are based on our current expectations and assumptions regarding our business, the economy and other future conditions. While management believes that these forward-looking statements are reasonable as and when made, there can be no assurance that future developments affecting us will be those that we anticipate. Any such forward-looking statements are not assurances of future performance and involve risks and uncertainties that may cause actual results to differ materially from those set forth in the statements. For additional information regarding known material factors that could cause our actual results to differ from our projected results, please see our filings with the Securities and Exchange Commission, including our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date hereof. We undertake no obligation to publicly update or revise any forward-looking statements after the date they are made, whether as a result of new information, future events or otherwise.

SOURCE: Group 1 Automotive, Inc.

Investor contacts:

David Helderman

Senior Manager, Investor Relations

Group 1 Automotive, Inc.

ir@group1auto.com

Media contacts:

Pete DeLongchamps

Senior Vice President, Manufacturer Relations, Financial Services and Corporate Development

Group 1 Automotive, Inc.

pdelongchamps@group1auto.com

Kimberly Barta

Head of Advertising, Brand and Communications

Group 1 Automotive, Inc.

kbarta@group1auto.com

Jude Gorman / Clayton Erwin

Collected Strategies

Group1-CS@collectedstrategies.com

GRAPHIC — GPI LOGO

GRAPHIC

Filename: gpilogo.jpg · Sequence: 7

Binary file (212025 bytes)

Download gpilogo.jpg

GRAPHIC — GPI LOGO

GRAPHIC

Filename: gpilogoa.jpg · Sequence: 8

Binary file (212025 bytes)

Download gpilogoa.jpg

XML — IDEA: XBRL DOCUMENT

XML

Filename: R1.htm · Sequence: 10

v3.26.1

Cover

Aug. 10, 2026

Cover [Abstract]

Document Type

8-K

Document Period End Date

Aug. 10, 2026

Entity Registrant Name

Group 1 Automotive, Inc

Entity Central Index Key

0001031203

Amendment Flag

false

Entity Incorporation, State or Country Code

Entity File Number

1-13461

Entity Tax Identification Number

76-0506313

Entity Address, Address Line One

730 Town and Country Blvd

Entity Address, Address Line Two

Suite 500

Entity Address, City or Town

Houston

Entity Address, State or Province

Entity Address, Postal Zip Code

77024

City Area Code

713

Local Phone Number

647-5700

Written Communications

false

Soliciting Material

false

Pre-commencement Tender Offer

false

Pre-commencement Issuer Tender Offer

false

Title of 12(b) Security

Common stock, par value $0.01 per share

Trading Symbol

GPI

Security Exchange Name

NYSE

Entity Emerging Growth Company

false

- Definition

Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.

+ References

No definition available.

+ Details

Name:

dei_AmendmentFlag

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Area code of city

+ References

No definition available.

+ Details

Name:

dei_CityAreaCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Cover page.

+ References

No definition available.

+ Details

Name:

dei_CoverAbstract

Namespace Prefix:

dei_

Data Type:

xbrli:stringItemType

Balance Type:

Period Type:

duration

- Definition

For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.

+ References

No definition available.

+ Details

Name:

dei_DocumentPeriodEndDate

Namespace Prefix:

dei_

Data Type:

xbrli:dateItemType

Balance Type:

Period Type:

duration

- Definition

The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

+ References

No definition available.

+ Details

Name:

dei_DocumentType

Namespace Prefix:

dei_

Data Type:

dei:submissionTypeItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 1 such as Attn, Building Name, Street Name

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine1

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 2 such as Street or Suite number

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine2

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the City or Town

+ References

No definition available.

+ Details

Name:

dei_EntityAddressCityOrTown

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Code for the postal or zip code

+ References

No definition available.

+ Details

Name:

dei_EntityAddressPostalZipCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the state or province.

+ References

No definition available.

+ Details

Name:

dei_EntityAddressStateOrProvince

Namespace Prefix:

dei_

Data Type:

dei:stateOrProvinceItemType

Balance Type:

Period Type:

duration

- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityCentralIndexKey

Namespace Prefix:

dei_

Data Type:

dei:centralIndexKeyItemType

Balance Type:

Period Type:

duration

- Definition

Indicate if registrant meets the emerging growth company criteria.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityEmergingGrowthCompany

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

Name:

dei_EntityFileNumber

Namespace Prefix:

dei_

Data Type:

dei:fileNumberItemType

Balance Type:

Period Type:

duration

- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

Namespace Prefix:

dei_

Data Type:

dei:edgarStateCountryItemType

Balance Type:

Period Type:

duration

- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityRegistrantName

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

dei_

Data Type:

dei:employerIdItemType

Balance Type:

Period Type:

duration

- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

Period Type:

duration

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration