Group 1 Automotive (NYSE: GPI) CEO reports large stock gifts

Rhea-AI Filing Summary

Group 1 Automotive President & CEO Daryl Kenningham reported two bona fide gifts of common stock. He gifted 12,312.45 shares held directly and 12,312.45 shares held indirectly through the Kenningham Management Trust, both at a reported price of $0 per share. After these gifts, he held 32,159 direct shares and 34,794.91 indirect shares.

Insider Trade Summary

24,624.9 shares gifted

Mixed 2 txns

Insider Kenningham Daryl

Role President & CEO

Type	Security	Shares	Price	Value
Gift	Common Stock	12,312.45	$0.00	--
Gift	Common Stock	12,312.45	$0.00	--

Holdings After Transaction: Common Stock — 32,159 shares (Direct); Common Stock — 34,794.91 shares (Indirect, Kenningham Management Trust)

Footnotes (1)

Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Kenningham Daryl

(Last) (First) (Middle)

730 TOWN & COUNTRY BLVD

SUITE 500

(Street)

HOUSTON TX 77024

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
GROUP 1 AUTOMOTIVE INC [ GPI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President & CEO

3. Date of Earliest Transaction (Month/Day/Year)
02/26/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/26/2026		G		12,312.45	D	$0	32,159	D
Common Stock	02/26/2026		G		12,312.45	A	$0	34,794.91	I	Kenningham Management Trust

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

	/s/ Brandon Brunet, Attorney-in-Fact for Daryl A. Kenningham	02/27/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transaction did Group 1 Automotive (GPI) CEO Daryl Kenningham report?

Daryl Kenningham reported two bona fide gifts of Group 1 Automotive common stock. He transferred 12,312.45 shares held directly and 12,312.45 shares held indirectly, both recorded at a price of $0 per share, indicating non-sale transfers.

How many Group 1 Automotive (GPI) shares did the CEO gift in this Form 4?

The CEO gifted 12,312.45 shares from his direct holdings and 12,312.45 shares from indirect holdings. These gifts were coded as bona fide gifts, meaning they were transfers without consideration, not open-market sales of the stock.

What are Daryl Kenningham’s Group 1 Automotive (GPI) holdings after the reported gifts?

After the reported gifts, Daryl Kenningham directly owns 32,159 Group 1 Automotive shares. Indirectly, through the Kenningham Management Trust, 34,794.91 shares remain reported, reflecting his continuing economic interest following the gifted transfers.

How were the Group 1 Automotive (GPI) gifts classified in the Form 4?

Both transactions were classified under code G, described as a bona fide gift. This classification shows the transfers were gifts of common stock, with a reported transaction price of $0 per share, rather than market purchases or sales.

What role does the Kenningham Management Trust play in the GPI Form 4 filing?

One transaction involved shares held indirectly through the Kenningham Management Trust. The Form 4 notes this nature of ownership, indicating part of the CEO’s reported holdings and gifts are managed through this trust structure rather than held solely in his name.

Did the Group 1 Automotive (GPI) CEO sell any shares for cash in this Form 4?

No cash sales were reported; both transactions were bona fide gifts at a price of $0 per share. This means the CEO transferred shares as gifts, rather than disposing of them through open-market or privately negotiated sales for cash proceeds.