DEF 14A of Group 1 Automotive Inc, Apr 2, 2026

DEF 14A of Group 1 Automotive Inc

Filed Apr 2, 2026 · FY20250001031203-26-000100

Open on EDGAR

  1. 2025 PAY DECISIONS

    | | | Base Salary ($K) | Annual Incentive ($K) | LTI ($K)(1) | Total ($K) | | Daryl A. Kenningham | | 1,300 | 1,987 | 7,000 | 10,286 | | Daniel J. McHenry | | 811 | 740 | 1,600 | 3,151 | | Gillian A. Hobson | | 666 | 608 | 1,400 | 2,674 | | Peter C. DeLongchamps | | 634 | 579 | 875 | 2,088 | | Michael D. Jones(2) | | 539 | 345 | 650 | 1,534 | | Shelley P. Washburn | | 398 | 363 | 400 | 1,161 |

  2. 2025 PERFORMANCE METRICS

    2025 PERFORMANCE METRICS The CHR Committee believes that the metrics used for our annual and LTI plans are essential indicators of the long-term performance of our Company, therefore serving the fundamental objective of our executive compensation program.

  3. Metrics for Annual Incentives

    Metrics for Annual Incentives

  4. Metrics for Annual Incentives

    | Adjusted Net Income From Continuing Operations (80%) | U.K. Strategic Operating Goals (20%) | | Adjusted Net Income from Continuing Operations* reflects income statement performance, consistent with the interests of our shareholders. The CHR Committee believes adjusted net income from continuing operations is relevant because it measures the immediate impact of operating decisions on Group 1’s overall performance, and includes the impact of items such as tax, interest and foreign exchange fluctuations, which are managed at the corporate level. | U.K. Strategic Operating Goals reflect Group 1’s focus on fully integrating the legacy Inchcape business and optimizing the Company’s U.K. operations. Objectives included increasing technician headcount, reducing corporate overhead, optimizing the dealership asset portfolio and completing integration efforts relating to the call centers, accounting processes and websites for our U.K. operations. |

  5. Metrics for Performance Shares

    Metrics for Performance Shares

  6. Metrics for Performance Shares

    | Adjusted Earnings Per Share (“EPS”)* measures our profits on a per-share basis, indicating how much net income is allocated to each share of outstanding common stock. | Relative Total Shareholder Return (“rTSR”) measures the performance of our stock price compared to five domestic automotive retail companies. |

  7. Metrics for Performance Shares

    * See Appendix A on page 82 for the definition of this non-GAAP metric.

  8. How 2025 Performance Affected Incentive Payouts

    How 2025 Performance Affected Incentive Payouts For 2025, the CHR Committee selected adjusted net income from continuing operations and U.K. strategic operating goals as the metrics under the Group 1 Automotive Annual Incentive Plan (“AIP”), weighted 80% and 20%, respectively. In adopting the adjusted net income metric as the primary financial metric, the CHR Committee considered multiple factors, including the significant role the executive officers play in driving shareholder returns and the consistency of this metric with those used by many of the Company’s peers. Adjusted net income also reflects income statement performance for ongoing operations of the Company, consistent with the interests of our shareholders. For purposes of calculating the annual incentive payout, reported adjusted net income from continuing operations was further adjusted for a portion of the unbudgeted impact of the significant increases in the U.K. national insurance contribution and U.K. minimum wage in 2025. In considering the adoption of the U.K. strategic operating goals, the CHR Committee considered the importance of management’s continued focus on integrating the legacy Inchcape business and optimizing the Company’s U.K. operations. In assessing performance, the CHR Committee recognized a 6.5% increase in technician headcount, development of a plan to rationalize the Company’s U.K. dealership portfolio, and consolidation of call centers, accounting processes and websites. These gains were offset by the failure to reduce SG&A in the U.K. See page 39 for additional information. The following chart shows the metrics chosen for annual incentive purposes and Group 1’s 2025 performance relative to these goals. In their evaluation of results from time to time, the CHR Committee may exclude items that do not arise directly from core operations.

  9. How 2025 Performance Affected Incentive Payouts

    | | Weight | Threshold | | Target | | Maximum | | 2025 Results(1) | | | Adjusted Net Income from Continuing Operations* | 80% | $423 | million | $528 | million | $582 | million | $542 | million | | U.K. Strategic Operating Goals | 20% | N/A | | N/A | | N/A | | 94% | |

  10. How 2025 Performance Affected Incentive Payouts

    * See page 38 for details on how we measure performance for AIP purposes and Appendix A on page 82 for the definition of this non-GAAP metric. (1)Actual/reported adjusted net income from continuing operations: $525 million; as further adjusted by the CHR Committee: $542 million.

  11. How 2025 Performance Affected Incentive Payouts

    | 4 | GROUP 1 AUTOMOTIVE 2026 PROXY STATEMENT |

  12. BOARD NOMINEES

    BOARD NOMINEES

  13. BOARD NOMINEES

    | | | | Skills and Expertise(1) | | | | | | | | | | | | | | | | | | | | | | | | | | | Carin M. Barth Co-Founder and President of LB Capital, Inc., a private equity investment firm | 2017 | 2 | | | | | | | | | | | | | Daryl A. Kenningham President and Chief Executive Officer of Group 1 | 2022 | 1 | | | | | | | | | | | | | Steven C. Mizell Former Executive Vice President and Chief Human Resources Officer at Merck & Co., Inc. | 2021 | 2 | | | | | | | | | | | | | Lincoln Pereira Filho Former Regional Vice President, Brazil of Group 1 | 2013 | 0 | | | | | | | | | | | | | Stephen D. Quinn Former General Partner and Managing Director of Goldman, Sachs & Co. | 2002 | 1 | | | | | | | | | | | | | Steven P. Stanbrook Former Chief Operating Officer, International Markets of S.C. Johnson, Inc. | 2019 | 1 | | | | | | | | | | | | | Charles L. Szews Former Chief Executive Officer of Oshkosh Corporation | 2016(4) | 2 | | | | | | | | | | | | | Anne Taylor Former Vice Chairman and Managing Partner, Deloitte | 2018 | 1 | | | | | | | | | | | | | MaryAnn Wright Former Group Vice President of Johnson Controls International | 2014 | 3 | | | | | | | | | | | |

  14. BOARD NOMINEES

    (1)The lack of a for a particular item does not mean that the director does not possess that qualification, characteristic, skill or experience. We look to each director to be knowledgeable in these areas; however, the indicates that the item is a specific qualification, characteristic, skill or experience that the director brings to the Board. (2)Includes former or current President or Chief Executive Officer (“CEO”) and Public Company Executive position experience. (3)Includes automotive, retail and engineering/product development experience. (4)Non-Executive Chair of the Board since May 2023.

  15. BOARD NOMINEES

    | GROUP 1 AUTOMOTIVE 2026 PROXY STATEMENT | 5 |

  16. NOMINEES

    NOMINEES The Board, upon the recommendation of the GCR Committee, has nominated for election the nine individuals listed in this Proxy Statement. All are current directors of Group 1.

  17. NOMINEES

    | | THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR EACH OF THE FOLLOWING NOMINEES: |

  18. NOMINEES

    | GROUP 1 AUTOMOTIVE 2026 PROXY STATEMENT | 9 |

  19. NOMINEES

    | | Carin M. Barth | 63 IND Co-Founder and President of LB Capital, Inc., a private equity investment firm | Director since: 2017 | | | Board Committees: Audit Committee (Chair), Finance/Risk Management Committee, Governance & Corporate Responsibility Committee | |

  20. NOMINEES

    | Key Skills and Expertise | | | | | | | | | | | | Finance/Accounting/ Sox Financial Expert | | Senior Leadership | | Industry Experience | | P&L Responsibility | | Mergers & Acquisitions |

  21. NOMINEES

    | Qualifications Ms. Barth has extensive experience in a variety of financial matters, including serving as chief financial officer for several entities. She also has a history of corporate and civic governance expertise, which provides additional depth and financial expertise to our Board. The Board believes that her experience with mergers and acquisitions, in operating a private equity company, her previous and currently held board positions on other publicly traded companies and her audit committee experience are key attributes, among others, which make her well qualified to serve on our Board. Experience •Co-Founder and President of LB Capital, Inc., a private equity firm, since 1988 •Senior Advisor, Mountain Capital, LLC, a private equity firm, since March 2022 •Trustee of The Welch Foundation, one of the U.S.’s oldest and largest private funding sources for chemistry researchers, since 2012 | •Former board member and current emeritus board member of Ronald McDonald House Charities Greater Houston •Commissioner of the Texas Department of Public Safety from 2008 to 2014 •Appointed by President George W. Bush to serve as Chief Financial Officer of the U.S. Department of Housing and Urban Development from 2004 to 2005 Other Current Public Company Directorships •Black Stone Minerals, L.P., an oil and natural gas corporation, since 2015 •Enterprise Products Holdings LLC, a midstream oil and natural gas company, since 2015 Former Public Company Directorships •BBVA USA Bancshares, Inc. from January 2020 to May 2021 •Halcón Resources Corporation from April 2019 to October 2019 Degrees •B.S. in Economics, University of Alabama •M.B.A., Vanderbilt University’s Owen Graduate School of Management |

  22. NOMINEES

    | | Daryl A. Kenningham | 61 President and CEO of Group 1 | Director since: 2022 | | | Board Committees: Finance/Risk Management Committee | |

  23. NOMINEES

    | Key Skills and Expertise | | | | | | | | | | | | Senior Leadership | | Industry Experience | | International | | Mergers & Acquisitions | | P&L Responsibility |

  24. NOMINEES

    | Qualifications Mr. Kenningham has extensive senior executive management experience in the automotive industry. As our President and CEO, Mr. Kenningham sets the strategic direction of our Company under the guidance of our Board. The Board believes his successful leadership of our Company and extensive knowledge of the automotive industry provides our Board with a unique perspective on the opportunities and challenges we face and makes him well qualified to serve on our Board. Experience •CEO of Group 1 since January 2023 and President since August 2022 •Chief Operating Officer of Group 1 from August 2022 to December 2022 •President of U.S. & Brazilian Operations of Group 1 from November 2019 to August 2022 •President of U.S. Operations of Group 1 from 2017 to October 2019 •Regional Vice President – West Region of Group 1 from 2016 to 2017 •Regional Vice President – East Region of Group 1 from 2011 to 2016 | •Chief Operating Officer of Ascent Automotive Group, a platform comprised of automotive dealerships across the U.S., from December 2010 to April 2011 •Served in senior executive roles from 1998 to 2011 at Gulf States Toyota, a distributor of Toyota vehicles and auto parts, including Senior Vice President of Gulf States Toyota, President of Gulf States Financial Services, and as President at USA Logistics (previously known as Gulf States Transportation) •Held various sales, marketing and vehicle distribution positions in the U.S. and Japan with Nissan Motor Corporation, a Japanese multinational automobile manufacturer, from 1988 to 1998 Other Current Public Company Directorships •Darden Restaurants, Inc., a multi-brand restaurant operator, since December 2024 Former Public Company Directorships •None Degrees •B.A. in Psychology, University of Michigan •M.B.A., University of Florida |

  25. NOMINEES

    | 10 | GROUP 1 AUTOMOTIVE 2026 PROXY STATEMENT |

  26. NOMINEES

    | | Steven C. Mizell | 66 IND Former Executive Vice President and Chief Human Resources Officer at Merck & Co., Inc. (“Merck”) | Director since: 2021 | | | Board Committees: Compensation & Human Resources Committee, Governance & Corporate Responsibility Committee | |

  27. NOMINEES

    | Key Skills and Expertise | | | | | | | | | | Senior Leadership | | International | | Mergers & Acquisitions | | Human Resources/ Cultural |

  28. NOMINEES

    | Qualifications Mr. Mizell has significant human resource management expertise from his positions at large international, publicly traded companies. During his career, one company was recognized as one of the Top 10 Best Workplaces in Health Care and Biopharma by Fortune and Great Place to Work, Best Workplace for Innovators by Fast Company magazine, Best Companies for Multicultural Women by Working Mother magazine, Top Veteran-Friendly Companies by U.S. Veterans Magazine and Companies that Care by People Magazine, demonstrating Mr. Mizell’s expertise. The Board believes his extensive, global leadership experience and knowledge of human capital management provides our Board with valuable insights and makes him well qualified to serve as a Board member. Experience •Executive Vice President and Chief Human Resources Officer of Merck, a pharmaceutical company, from October 2018 to April 2024 •Executive Vice President, Chief Human Resources Officer of Monsanto Company (“Monsanto”), from 2007 to 2018 | •Senior Vice President, Chief Human Resources Officer of Monsanto from 2004 to 2007 •Senior Vice President and Chief Corporate Resources Officer of AdvancePCS, a pharmaceutical company, from 2001 to 2004 •Recognized as one of St. Louis’s most influential Diverse Business Leaders •National Association of Corporate Directors (NACD) Directorship Certified Other Current Public Company Directorships •GRAIL, Inc., a healthcare company, since June 2024 •Allegion plc, a security products company, since February 2020 Former Public Company Directorships •Oshkosh Corporation from 2015 to 2017 Degrees •B.S. in Industrial Management, Georgia Institute of Technology •M.S. in Management, Carnegie Mellon University |

  29. NOMINEES

    | | Lincoln Pereira Filho | 66 IND Former Regional Vice President, Brazil of Group 1 | Director since: 2013 | | | Board Committees: Finance/Risk Management Committee (Chair) | |

  30. NOMINEES

    | Key Skills and Expertise | | | | | | | | | | | | | | Industry Experience | | Senior Leadership | | Technology/ Cybersecurity | | International | | Mergers & Acquisitions | | Legal |

  31. NOMINEES

    | Qualifications Mr. Pereira has extensive automotive retailing and manufacturer relations experience, as well as legal, finance, business and management expertise. The Board believes his experience and expertise in the automotive industry make him well qualified to serve as a member of our Board. Experience •Regional Vice President, Brazil of Group 1 from 2013 to June 2022 •Legal representative of United Auto do Brasil Ltda, a public auto group operating in São Paulo and controlled by United Auto Group, from 1999 to 2005 •Lawyer at Cunha Pereira Advogados, representing professional athletes and international racecar drivers, from 1995 to 2005 •Founded Atrium Telecomunicações Ltda, a provider of local exchange telecommunication services, in 1999. Atrium was sold to Telefónica of Spain in December 2004 •Founded E-Vertical Tecnologia, a leading provider of high-tech facilities management services to commercial properties, in 2002 | •Vice President of the São Paulo Chamber of Commerce (ACSP) since 2017 •Held numerous positions with various banks, both in Brazil and abroad, from 1978 to 1995 •Member of the Advisory Board of Equifax Brasil since October 2023 Other Current Public Company Directorships •None Former Directorships •Boa Vista Serviços S.A.-SCPC from May 2015 to August 2023 •Associação Brasileira dos Concessionários BMW from 2014 to 2022 •Associação Brasileira dos Concessionários Toyota from 2012 to 2022 •Tempo Telecomunicações from April 2016 to June 2021 Degrees •LL.B., Faculdade de Direito do Largo de São Francisco; London Business School |

  32. NOMINEES

    | GROUP 1 AUTOMOTIVE 2026 PROXY STATEMENT | 11 |

  33. NOMINEES

    | | Stephen D. Quinn | 70 IND Former General Partner and Managing Director of Goldman, Sachs & Co. | Director since: 2002 | | | Board Committees: Audit Committee, Compensation & Human Resources Committee, Finance/Risk Management Committee, Governance & Corporate Responsibility Committee | |

  34. NOMINEES

    | Key Skills and Expertise | | | | | | | | | | Finance/Accounting/ Sox Financial Expert | | Industry Experience | | International | | Mergers & Acquisitions |

  35. NOMINEES

    | Qualifications Mr. Quinn has valuable financial expertise and extensive experience with capital markets transactions. His judgment in assessing business strategies and the accompanying risks is an invaluable resource for our business model. Mr. Quinn also has significant historical knowledge of our Company as a result of his role at Goldman Sachs, an underwriter for our initial public offering. The Board believes his experience and expertise in these matters make him well qualified to serve as a member of our Board and as a former Non-Executive Chair of our Board. Experience •Served as a General Partner and Managing Director of Goldman, Sachs & Co. from 1990 until his retirement in 2001 | •Joined Goldman, Sachs & Co., a full-service global investment banking and securities firm, in August 1981, where he specialized in corporate finance Other Current Public Company Directorships •Zions Bancorporation, a U.S. national bank, since 2002 Former Public Company Directorships •None Degrees •B.S. in Economics, Brigham Young University •M.B.A., Harvard University Graduate School of Business |

  36. NOMINEES

    | | Steven P. Stanbrook | 68 IND Former Chief Operating Officer, International Markets of S.C. Johnson, Inc. | Director since: 2019 | | | Board Committees: Audit Committee, Compensation & Human Resources Committee, Governance & Corporate Responsibility Committee | |

  37. NOMINEES

    | Key Skills and Expertise | | | | | | | | | | Senior Leadership | | Industry Experience | | International | | Mergers & Acquisitions | | | Human Resources/Cultural | | P&L Responsibility | | | | |

  38. NOMINEES

    | Qualifications Mr. Stanbrook has extensive international operational experience and a background in business development. His previous and current board positions on publicly traded companies, combined with his global operational experience in a variety of senior management positions, have provided him with a wealth of knowledge in dealing with complex strategic, business matters. Mr. Stanbrook also has over 30 years of experience operating across the global consumer packaged goods sector. The Board believes his experience and expertise in these matters make him well qualified to serve as a member of our Board. Experience •Retired from S.C. Johnson, Inc., a global manufacturer and marketer of household products, in 2015, following a distinguished 19-year career serving in various roles, including most recently as Chief Operating Officer, International Markets from 1996 to 2015 | •Previously held a variety of senior leadership positions with both Sara Lee Corporation, an American consumer-goods company, including CEO of Sara Lee Bakery, and CompuServe Information Services U.K. Ltd, as International President of the leading global Internet Service Provider •Director, Voyant Beauty, LLC, a private beauty and personal care product development company since 2017 •Executive Advisory Partner, Wind Point Partners, a Chicago-based private equity firm, since 2016 Other Current Public Company Directorships •Primo Brands Corporation (formerly Primo Water Corporation), a provider of hydration solutions, since 2018 Former Public Company Directorships •Imperial Brands plc from 2016 to 2022 •Chiquita Brands International, Inc. from 2002 to 2014 •Hewitt Associates, Inc. from 2004 to 2010 Degrees •HNC in Business Studies, Thames Valley University, U.K. |

  39. NOMINEES

    | 12 | GROUP 1 AUTOMOTIVE 2026 PROXY STATEMENT |

  40. NOMINEES

    | | Charles L. Szews | 69 IND Former CEO of Oshkosh Corporation (“Oshkosh”) and Non-Executive Chair of the Board | Director since: 2016 | | | Board Committees: Audit Committee, Compensation & Human Resources Committee, Finance/Risk Management Committee, Governance & Corporate Responsibility Committee | |

  41. NOMINEES

    | Key Skills and Expertise | | | | | | | | | | Finance/Accounting/ Sox Financial Expert | | Senior Leadership | | Industry Experience | | International | | | Mergers & Acquisitions | | Human Resources/Cultural | | P&L Responsibility | | Technology/Cybersecurity |

  42. NOMINEES

    | Qualifications Mr. Szews has extensive operational experience leading a rapid growth specialty vehicle manufacturer and financial experience, including in public accounting, auditing and risk management. His previous and current board positions on other publicly traded companies have provided many years of audit committee experience, including as chair. The Board believes his extensive financial and audit experience in a variety of senior management positions, combined with his global operational experience in vehicle manufacturing and distribution, including autonomous and hybrid-electric vehicles, have provided him with a wealth of knowledge in dealing with complex, strategic, financial and accounting matters and make him well qualified to serve as a member of our Board. Experience •CEO of Oshkosh, a leading global manufacturer of specialty vehicles and vehicle bodies serving access equipment, defense, fire and emergency, and commercial markets, from January 2011 until his retirement in 2016 •Previously held various roles at Oshkosh, including Vice President and CFO from 1996 to 1997; Executive Vice President and CFO from 1997 to 2007 and President and COO from 2007 to 2011 | •Vice President and Controller of Fort Howard Corporation, a pulp and paper company, during its leveraged buyout •Senior Audit Manager with Ernst & Young U.S. LLP Other Current Public Company Directorships •Commercial Metals Company, a producer of products for the construction industry, since 2014 •CACI International Inc., an information technology and national security solutions provider, since 2024 Former Public Company Directorships •Allegion plc from 2018 to 2022 •Valaris plc from 2019 to 2020 •Rowan Companies plc from 2016 to 2019 •Oshkosh Corporation from 2007 to 2015 •Gardner Denver, Inc. from 2006 to 2014 Degrees •B.B.A. in Comprehensive Public Accounting, University of Wisconsin – Eau Claire |

  43. NOMINEES

    | | Anne Taylor | 70 IND Former Vice Chairman and Managing Partner of the Houston office of Deloitte | Director since: 2018 | | | Board Committees: Audit Committee, Compensation & Human Resources Committee (Chair) | |

  44. NOMINEES

    | Key Skills and Expertise | | | | | | | | | | | | | | Industry Experience | | Technology/ Cybersecurity | | Mergers & Acquisitions | | Human Resources/ Cultural | | P&L Responsibility | | International |

  45. NOMINEES

    | Qualifications Ms. Taylor has significant management and leadership experience, an extensive background in global technology, development and execution of business strategy and corporate governance experience. She has extensive financial experience and has participated in the audit committee meetings of many Deloitte clients. The Board believes her experience and expertise in these matters make her well qualified to serve as a member of our Board. Experience •Vice Chairman and Managing Partner of the Houston office of Deloitte, a leading global provider of audit and assurance, consulting, financial advisory, risk advisory, tax and related services, from 2005 until her retirement in 2018 •Held various positions at Deloitte since joining the firm in 1987, serving as Regional Managing Partner, Chief Strategy Officer and Global Leader for e-business and chairing the strategic review of the proposed transaction to separate Deloitte Consulting, while serving on Deloitte’s Board of Directors •Became the first woman to serve on Deloitte’s U.S. executive committee and the management committee of Deloitte Global | •Member of the board of Memorial Hermann Hospital System and previously served on the boards of the Greater Houston Partnership, United Way of Greater Houston and Junior Achievement and chaired the board of Central Houston, Inc. •Consultant for Bravanti, a consulting firm focused on leadership acceleration •Previously served as the strategic partner advisor to the World Economic Forum’s Technology Pioneer Program Other Current Public Company Directorships •Chord Energy Corporation (formerly Whiting Petroleum Corporation), a natural gas and crude oil exploration and production company, since 2022 Former Public Company Directorships •Southwestern Energy Company from 2018 to 2024 Degrees •B.S. in Engineering, University of Utah •M.S. in Engineering, University of Utah •Attended Princeton University, pursuing Ph.D. studies in Transportation Engineering |

  46. NOMINEES

    | GROUP 1 AUTOMOTIVE 2026 PROXY STATEMENT | 13 |

  47. NOMINEES

    | | MaryAnn Wright | 64 IND Former Group Vice President of Johnson Controls International | Director since: 2014 | | | Board Committees: Compensation & Human Resources Committee, Governance & Corporate Responsibility Committee (Chair) | |

  48. NOMINEES

    | Key Skills and Expertise | | | | | | | | | | | | | | Senior Leadership | | Industry Experience | | International | | Mergers & Acquisitions | | Technology/ Cybersecurity | | P&L Responsibility |

  49. NOMINEES

    | Qualifications Ms. Wright has extensive experience and knowledge of the automotive industry, having been named one of the “Leading 100 Women in the Automotive Industry” by Automotive News. The Board believes her unique business, manufacturing, engineering and technology background and her extensive global automotive experience make her well qualified to serve as a member of our Board. Experience •Group Vice President of Engineering & Product Development of Johnson Controls International (“Johnson Controls”), the global leader in automotive lead-acid and advanced batteries, from 2013 to 2017 •Held various roles at Johnson Controls, including Vice President of Technology and Innovation from 2009 to 2013, Vice President and General Manager for Johnson Controls Hybrid Systems business and as CEO of Johnson Controls-Saft from 2007 to 2009 •Office of the Chair and Executive Vice President of Engineering, Product Development, Commercial and Program Management of Collins & Aikman Corporation, an automotive parts manufacturer, from 2006 to 2007 | •Director, Sustainable Mobility Technologies and Hybrid Vehicle Programs at Ford Motor Company from 1988 to 2005; Chief Engineer of the 2005 Ford Escape Hybrid, the industry’s first full hybrid SUV; led the launch of Ford’s first hydrogen-powered fuel cell fleet program •Board Chair of the Friends for Animals of Metro Detroit Other Current Public Company Directorships •Solid Power, Inc., an industry-leading developer of all-solid-state battery cells, since July 2022 •Brunswick Corporation, global marine corporation producing boats, engines and electronics, since June 2021 •Micron Technology, Inc., a producer of computer memory and data storage, since July 2019 Former Public Company Directorships •Maxim Integrated Products, Inc. from 2016 to 2021 •Delphi Technologies from 2017 to 2020 Degrees •B.A. in Economics and International Business, University of Michigan •M.S. in Engineering, University of Michigan •M.B.A., Wayne State University |

  50. NOMINEES

    | 14 | GROUP 1 AUTOMOTIVE 2026 PROXY STATEMENT |

  51. NOMINEES

    | Corporate Governance |

  52. The Board’s Role

    | As part of its oversight role, the Board: •Annually reviews the Company’s long-term plan and objectives •Engages in ongoing discussions of near-, medium- and long- term risks and strategic matters, including economic conditions, industry trends and developments, and their impacts on our business, as well as strategic challenges and opportunities •Is regularly briefed on assessments of the Company’s business portfolio and is engaged in the Company’s acquisitions, divestitures, and other corporate development activities •Receives regular updates on management’s progress and execution of the Company’s strategy and reviews and approves the Company’s annual budget •Periodically receives briefings from experts and counsel on strategic, financial, legal and compliance, and other matters •Develops plans for CEO and senior management succession | In 2025, our Board worked closely with management to provide effective oversight of key priorities, including: •Execution of our strategic plan, including evaluation of M&A opportunities and acquisition/divestment oversight •Oversight of the integration of the legacy Inchcape business and initiatives to improve U.K. performance •Our risk management efforts, with a particular focus on cybersecurity, crisis readiness, and artificial intelligence •Monitoring the Company’s financial and operational performance and margin management, including improvement of operational efficiencies •CEO and senior management succession planning, including emergency planning and evaluation process •Our shareholder engagement efforts and shareholder priorities •Our strategic investments in technology and innovation •Meeting our commitment to return capital to investors |

  53. RISK MANAGEMENT OVERSIGHT

    | | Full Board •Long-term strategy and execution •Major strategic risks |

  54. Compensation Risk Oversight

    | Sound Incentive Plan Design | The CHR Committee establishes financial performance goals that are challenging, yet realistic. Our program design provides a balanced mix of cash and equity, annual and longer-term incentives. | | Emphasis on Long-Term Performance | Our LTI program incorporates long-term performance metrics that are designed to align the executive’s interests with shareholders’ interests and are capped at industry standard levels. We also cap the number of shares that may be awarded to an individual in a calendar year. | | Rigorous Share Ownership Requirements | We maintain robust share ownership requirements for our senior executives and directors. These requirements are intended to reduce risk by aligning the economic interests of executives and directors with those of our shareholders. A significant stake in future performance discourages the pursuit of short-term opportunities that can create excessive risk. See page 27 for more information. | | Prohibition on Short Sales, Pledging and Hedging of Securities | We prohibit directors, officers and employees from entering into transactions involving short sales of our securities. Directors and officers also are prohibited from pledging or assigning Group 1 equity interests as collateral for a loan. Transactions in put options, call options or other derivative securities that have the effect of hedging the value of our securities also are prohibited. | | Clawback Policy | We maintain a comprehensive policy that provides for the recoupment of incentive compensation if we restate (as defined in the Clawback Policy) our financial statements as required under the NYSE listing standards. | | Post-Employment Covenants | Certain of our NEOs have contractually agreed to not engage in post-employment activities detrimental to the Company, such as disclosing proprietary information, soliciting Group 1 employees or engaging in competitive activities. |

  55. Stakeholder Engagement and Responsiveness

    | Compensation of Directors |

  56. ANNUAL RETAINER

    (1)Annual cash retainers are paid quarterly. (2)Non-employee directors do not receive additional compensation for attending regular Board or committee meetings. (3)Paid as either restricted stock or restricted stock units, in each case valued at approximately $225,000 on the grant date.

  57. EQUITY-BASED COMPENSATION

    EQUITY-BASED COMPENSATION For 2025, our non-employee directors were paid an annual equity retainer consisting of either restricted stock or restricted stock units valued at approximately $225,000 on the grant date. Messrs. Mizell, Pereira, Stanbrook, Szews, Quinn and Ms. Taylor elected to receive restricted stock and Mses. Barth and Wright elected to receive restricted stock units. The grant was effective January 2, 2025, with the value determined based on the average of the high and low market price of our common stock on that date. Accordingly, each non-employee director received 533 shares of restricted stock or restricted stock units, as applicable. Mr. Kenningham receives no compensation for his service as a director. Restricted stock or restricted stock units granted to our directors vest immediately upon grant and will settle upon the retirement, death or disability of the director. Since January 1, 2019, all restricted stock units have been settled in cash; prior thereto restricted stock units were settled in shares of common stock upon the termination of the director’s membership on our Board. All accrued dividends related to restricted stock units are also settled in cash upon termination of the director’s membership on our Board.

  58. NONQUALIFIED DEFERRED COMPENSATION

    NONQUALIFIED DEFERRED COMPENSATION Non-employee directors currently cannot defer director compensation under the Company’s Deferred Compensation Plan. However, previously deferred amounts remain deferred under the Deferred Compensation Plan until the originally scheduled payment date. Please see the section entitled “Executive Compensation — Nonqualified Deferred Compensation for the 2025 Fiscal Year” for a more fulsome description of the Company’s Deferred Compensation Plan. Prior to January 1, 2021, the Company’s Deferred Compensation Plan permitted non-employee directors who elected to participate an opportunity to accumulate additional savings for retirement on a tax-deferred basis. These directors could defer in the Deferred Compensation Plan any portion of their cash compensation received for services provided to our Board or its committees, while remaining 100% vested in the deferred funds. We have complete discretion over how the deferred funds are utilized and they represent our unsecured obligation to the participants.

  59. NONQUALIFIED DEFERRED COMPENSATION

    | 24 | GROUP 1 AUTOMOTIVE 2026 PROXY STATEMENT |

  60. 2025 Director Compensation

    2025 Director Compensation The following table sets forth a summary of the compensation we paid to our non-employee directors in 2025.

  61. 2025 Director Compensation

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards(1),(2) ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings(3) ($) | Total ($) | | Carin M. Barth | 95,000 | 224,921 | 7 | 319,927 | | Steven C. Mizell | 65,000 | 224,921 | — | 289,921 | | Lincoln Pereira Filho | 90,000 | 224,921 | — | 314,921 | | Stephen D. Quinn | 65,000 | 224,921 | — | 289,921 | | Steven P. Stanbrook | 65,000 | 224,921 | — | 289,921 | | Charles L. Szews | 240,000 | 224,921 | — | 464,921 | | Anne Taylor | 90,000 | 224,921 | 1,248 | 316,169 | | MaryAnn Wright | 90,000 | 224,921 | 14 | 314,934 |

  62. 2025 Director Compensation

    (1)The amounts included in the “Stock Awards” column represent the grant date fair value of awards computed in accordance with FASB ASC Topic 718, Compensation—Stock Compensation. Assumptions made in the calculation of these amounts are included in Note 5. Stock-Based Compensation Plans to our audited financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025. (2)Our directors are offered the option of taking their annual retainer in restricted stock or restricted stock units. In 2025, each non-employee director received 533 shares of restricted stock or restricted stock units, as applicable, in payment of the equity portion of the 2025 annual retainer. (3)Amounts reported reflect above-market earnings on the Deferred Compensation Plan. Amounts are reflective of earnings in excess of 120% of the applicable federal long-term rate, with compounding, of 5.32%. We do not sponsor a pension plan.

  63. 2025 Director Compensation

    | GROUP 1 AUTOMOTIVE 2026 PROXY STATEMENT | 25 |

  64. 2025 Director Compensation

    | Executive Officer Biographies |

  65. 2025 Director Compensation

    This section describes the business experience of our executive officers, other than Daryl Kenningham, our President and CEO, whose biography can be found on page 10.

  66. 2025 Director Compensation

    | | Peter C. DeLongchamps (Age: 65) Mr. DeLongchamps has served as Group 1’s Senior Vice President, Manufacturer Relations, Financial Services and Public Affairs since December 2017. He previously served as Group 1’s Vice President, Manufacturer Relations, Financial Services and Public Affairs from January 2012 through December 2017; Manufacturer Relations and Public Affairs from January 2006 through December 2011; and as Vice President, Manufacturer Relations from July 2004 through December 2005. Mr. DeLongchamps began his automotive retailing career in 1980, having served as District Manager for General Motors Corporation and Regional Operations Manager for BMW of North America, as well as various other management positions in the automotive industry. Immediately prior to joining Group 1 in 2004, he was President of Advantage BMW, a Houston-based automotive retailer. Mr. DeLongchamps also serves on the Board of Directors of the Kinder’s Texas Bowl and Houston Christian High School. | | | Gillian A. Hobson (Age: 54) Ms. Hobson was appointed Group 1’s Senior Vice President, Chief Legal Officer and Corporate Secretary in January 2023. Before joining Group 1, Ms. Hobson was a partner at Vinson & Elkins in the firm’s Mergers and Acquisition/Capital Markets practice group, where, for over two decades, she represented public and private companies in corporate matters, including mergers and acquisitions, capital-raising transactions, securities disclosure, and corporate governance. Ms. Hobson has been recognized by several publications including The Best Lawyers in America, Legal 500 U.S., Texas Super Lawyers and was selected to the 2022 500 Leading Dealmakers in America by Lawdragon. She served in several leadership positions with Vinson & Elkins, including on the firm-wide management committee and as co-chair of the firm’s Diversity Council. Ms. Hobson holds a Bachelor of Arts degree from Harvard University, and a juris doctor from the University of Houston Law Center. | | | Melkeya McDuffie (Age: 52) Ms. McDuffie was appointed Group 1’s Senior Vice President and Chief Human Resources Officer in August 2025. With more than two decades of experience in human resources, Ms. McDuffie has held senior leadership roles across multiple industries such as Bright Horizons, Clean Harbors, and Waste Management, driving enterprise-wide transformation and building high-performing, inclusive cultures. Ms. McDuffie holds an MBA from York St. John University in York, England, and professional certifications in Global Business from Harvard Business School and Employee Relations from Cornell University’s School of Industrial and Labor Relations. She serves on the advisory board for Dress for Success Houston. As a demonstrated thought leader in Human Resources, she has been recognized by the National Diversity Council as one of the Most Powerful and Influential Women and Most Powerful Businesswomen in Texas. Her additional honors include CIO Views’ Most Influential Black Women to Follow, and HRO Today Magazine’s HR Superstars. | | | Daniel J. McHenry (Age: 51) Appointed to Group 1’s Senior Vice President and Chief Financial Officer role in August 2020. Prior to this role, Mr. McHenry served as Group 1’s U.K. Finance Director since 2007. He is a native of Belfast, Northern Ireland and holds a Bachelor of Economics degree from Queens University Belfast and a Master of Accounting and Management Science degree from Southampton University. Additionally, he is a member of the Association of Chartered and Certified Accountants in the U.K. Mr. McHenry joined Group 1 in 2007 as part of the acquisition of Chandlers BMW in southern England, Group 1's first venture in the U.K. Prior to entering the auto retail business, Mr. McHenry had five years of experience with KPMG in the U.K. In 2025, Mr. McHenry was named one of Houston’s top 30 CFOs by the Houston Business Journal. | | | Shelley P. Washburn (Age: 58) Ms. Washburn was appointed Group 1’s Senior Vice President and Chief Marketing Officer in September 2024. Ms. Washburn previously served as Group 1’s Vice President, Marketing and Chief Marketing Officer since January 2024. Ms. Washburn joined Group 1 with over 30 years of automotive marketing and retail experience. Prior to joining Group 1, she was President of Gulf States Marketing and Strategic Advisor to Force Marketing, both automotive digital marketing firms that leverage technology to engage and retain customers. A graduate of the University of Texas and the NADA Dealer Candidate Academy, Ms. Washburn has held a wide range of positions at Ford Motor Company, Gulf States Toyota, and MSX International. She also spent three years in a variety of dealership retail positions. Ms. Washburn is a leader in a variety of philanthropic causes, including as an executive board member with Child Advocates and as a United Way Women’s Initiative volunteer. A demonstrated leader in supporting and advancing women in leadership positions, she has been recognized by the Houston Business Journal and National Women’s Council as an outstanding leader. Appointed by Texas Governor Greg Abbott, Ms. Washburn served on the Board of the Texas Department of Motor Vehicles, the agency’s primary policymaking arm focused on dealers, consumer automotive safety, and transportation infrastructure. |

  67. 2025 Director Compensation

    | 26 | GROUP 1 AUTOMOTIVE 2026 PROXY STATEMENT |

  68. 2025 Director Compensation

    | Stock Ownership |

  69. SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

    SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS The following table summarizes information about our equity compensation plans as of December 31, 2025:

  70. SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

    | Plan Category | (a) Number of securities to be issued upon exercise of outstanding options, warrants and rights | (b) Weighted average exercise price of outstanding options, warrants and rights | (c) Number of securities remaining available for future issuance (excluding securities reflected in column (a)) | | Equity compensation plans approved by security holders | 155,140 | — | 994,812 | | Equity compensation plans not approved by security holders | — | — | — | | TOTAL | 155,140 | — | 994,812 |

  71. SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

    | GROUP 1 AUTOMOTIVE 2026 PROXY STATEMENT | 29 |

  72. SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

    | Proposal 2: Advisory Vote to Approve Executive Compensation |

  73. SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

    | What am I voting on? | Each year we ask shareholders to approve, on an advisory basis, the compensation of our NEOs. Before voting, we encourage you to read and consider the Compensation Discussion and Analysis (“CD&A”) on pages 31-48, along with the compensation tables beginning on page 50. |

  74. Our Key Principles and Objectives

    | Competitive | Long-Term Focus | | Total compensation should be sufficiently competitive to attract, retain and motivate a leadership team capable of maximizing our performance. Elements are benchmarked relative to peers. | For our most senior executives, long-term, equity-based compensation opportunities significantly outweigh short-term, cash-based opportunities. Annual objectives should lead to sustainable, long-term performance. | | Balance | Pay-for-Performance | | Annual and LTI opportunities reward the appropriate balance of short-, medium- and long-term financial, strategic and operational business results, without encouraging excessive risk-taking. | A substantial portion of compensation is variable, contingent upon and directly linked to Company and individual performance. The portion of total compensation contingent on performance should increase with an executive’s level of responsibility. | | Shareholder Alignment | | | The financial interests of our executives are aligned with the long-term interests of our shareholders through equity-based compensation and performance metrics that correlate with long-term shareholder value creation. | |

  75. Compensation Governance Best Practices

    | | We Do | | We Do Not | | | Retain an independent compensation consultant | | Pay tax gross-ups | | | Conduct a Say-on-Pay advisory vote annually | | Use single-trigger equity vesting | | | Maintain robust stock ownership guidelines for our officers and directors | | Design compensation plans that encourage excessive risk-taking | | | Maintain an incentive recoupment (i.e., clawback) policy | | Permit short sales, pledging or hedging of Group 1 common stock by directors or employees | | | Rely on both financial and strategic goals for incentive compensation | | Adjust terms of previous awards | | | Conduct competitive benchmarking to ensure executive officer compensation is aligned to market | | | | | Pay for performance, including performance-based shares over multi-year performance periods | | | | | Align total compensation with that of our peers | | |

  76. 2025 Total Direct Compensation

    | | Base Salary ($K) | Annual Incentive ($K) | Long-Term Incentive ($K)(1) | Total Direct Compensation ($K) | | Daryl A. Kenningham | 1,300 | 1,987 | 7,000 | 10,286 | | Daniel J. McHenry | 811 | 740 | 1,600 | 3,151 | | Gillian A. Hobson | 666 | 608 | 1,400 | 2,674 | | Peter C. DeLongchamps | 634 | 579 | 875 | 2,088 | | Michael D. Jones(2) | 539 | 345 | 650 | 1,534 | | Shelley P. Washburn | 398 | 363 | 400 | 1,161 |

  77. ROLES AND RESPONSIBILITIES

    | Compensation & Human Resources Committee Oversees, evaluates and approves our compensation programs •Reviews and approves the financial, strategic and/or operational goals and objectives for the Company, our CEO and other NEOs that are used in the Company’s annual and LTI programs. •Assesses Company, CEO and other NEOs performance relative to the pre-established objectives set for the year. •Evaluates the market competitiveness of executive officers’ compensation. •Approves executive officer (non-CEO) compensation and recommends CEO compensation to the Board for approval. •Approves all executive compensation program design changes. •Reviews risk assessments as they relate to our compensation arrangements, plans, policies and practices. •Considers shareholder input regarding executive compensation decisions and policies. •Reviews the Company’s initiatives and strategies relating to its human capital resources management function. •Engages the CHR Committee’s independent compensation consultant, including approving the consultant’s compensation, determining the nature and scope of its services and evaluating its performance. | | Management CEO provides input and recommendations to the CHR Committee •Presents the CHR Committee with recommendations for each principal element of compensation for other executive officers, excluding himself. •Considers the performance of each executive officer, their business unit and/or function, market benchmarks, internal equity and retention risk. •Provides his own performance self-assessment but otherwise has no role in the CHR Committee’s determination of his compensation or performance evaluation. Other executives provide insight and assistance to the CHR Committee •Our Chief Human Resources Officer, along with our Human Resources staff, provide insight on program design and gathers compensation market data to assist the CHR Committee with its decision-making process. Management also has the responsibility, delegated to it by the CHR Committee, for the administration of executive compensation plans for Company employees who are not executive officers. | | Independent Compensation Consultant Provides an independent perspective and assessment •Advises the CHR Committee on a variety of subjects, including compensation plan design and current market trends, pay-for-performance analytics, benchmarking data, risk assessment and related matters. •Reports directly to the CHR Committee, participates in meetings as requested and communicates with the CHR Committee Chair between meetings, as necessary. |

  78. COMPENSATION PEER GROUP AND USE OF MARKET DATA

    COMPENSATION PEER GROUP AND USE OF MARKET DATA

  79. How we use Peer Group Data

    How we use Peer Group Data The CHR Committee believes that to keep our executive compensation program sufficiently competitive, the target value of total compensation should approximate the market median of the companies Group 1 views as competitors for senior executive talent. For this reason, we compare our executive compensation program to the programs of companies within our Compensation Peer Group (“CPG”). In addition, we use market data from a broader group of companies to gain insight into general compensation trends and to supplement CPG market data when the CHR Committee finds it necessary or appropriate, but that does not change the core companies identified as peers for that year. The CHR Committee annually evaluates each compensation element and total direct compensation relative to the market for each executive officer’s role and makes adjustments as appropriate. However, individual compensation may vary from market median guidelines based on the CHR Committee’s assessment of other factors that it considers relevant, including the size and complexity of the Company and/or function, job scope, as well as factors specific to the executive including performance, retention risk, internal pay equity and tenure in the role.

  80. How our Peer Group is Constructed

    How our Peer Group is Constructed Our CPG includes all of the publicly traded automotive consolidators, specialty retailers associated with automotive sales and automotive parts and service against whom we most directly compete. The companies included in our CPG are annually reviewed and updated by the CHR Committee. The CHR Committee discussed the Company’s CPG with PM&P and based on that discussion, our CPG for 2025, shown below, was unchanged from 2024.

  81. How our Peer Group is Constructed

    | 36 | GROUP 1 AUTOMOTIVE 2026 PROXY STATEMENT |

  82. 2025 Compensation Peer Group

    2025 Compensation Peer Group

  83. 2025 Compensation Peer Group

    | | | | Automotive Retail | Parts | | Asbury Automotive Group, Inc. | Advance Auto Parts, Inc. | | AutoNation, Inc. | AutoZone, Inc. | | CarMax, Inc. | Genuine Parts Company | | Lithia Motors, Inc. | LKQ Corporation | | Penske Automotive Group, Inc. | O’Reilly Automotive, Inc. | | Rush Enterprises, Inc. | | | Sonic Automotive, Inc. | |

  84. 2025 Compensation Peer Group

    When evaluating the compensation data and making compensation decisions, the CHR Committee has taken into consideration the variance in revenue size among our CPG. Additionally, when calculating a market value, the CHR Committee has considered other differences between our CPG and us, such as corporate structure, tenure of executive officers, variance in scope of duties for each officer and other factors. However, any application of market analysis data is tempered by our basic organizational philosophy, which is to remain as lean as practical. This guiding principle means that certain of our NEOs have a broad range of job responsibilities that, at certain companies included in our CPG, may be divided among multiple executive officers. The CHR Committee’s use of market analysis data for specific compensation components is described in more detail below.

  85. Timeline for Compensation Decisions

    | 4th Quarter of 2024 | 1st Quarter of 2025 | 1st Quarter of 2026 | | Approved 2025 base salary merit adjustments. Reviewed proposed 2025 annual incentive plan (“AIP”) design, including alternative metrics. | 2025 base salary merit adjustments took effect January 1, 2025. Approved adjusted net income and the U.K. strategic operating goals as the metrics for 2025 AIP. 2025 LTI awards granted. | Reviewed preliminary 2025 Company performance. Reviewed final 2025 Company performance. 2025 annual incentive awards paid. |

  86. ANNUAL INCENTIVE AWARDS

    ANNUAL INCENTIVE AWARDS Annual incentive awards, which are granted under the AIP, are an integral component of our executive compensation program. The AIP reinforces Company and individual or functional performance objectives, and enables us to attract, retain and motivate our executive talent.

  87. How Annual Incentive Awards are Determined

    How Annual Incentive Awards are Determined

  88. How Annual Incentive Awards are Determined

    | NEO Annual Target Incentive (Base Salary x Annual Incentive Target %)x | Performance Factor 80% Adjusted Net Income from Continuing Operations 20% U.K. Strategic Operating Goalsx | Individual Modifier (ranging from 0% to 120%) | = | NEO’s Award Payout |

  89. How Annual Incentive Awards are Determined

    Although performance relative to pre-established performance goals is the primary basis for determining the financial performance factors, the CHR Committee retains the right to make discretionary adjustments to how it measures annual incentive performance to maintain the integrity of the targets as originally established. The individual modifier may adjust the award amount to between 0% and 120% of the amount of the incentive award earned based on our performance factors.

  90. 2025 Annual Incentive Payout Levels

    2025 Annual Incentive Payout Levels Each NEO is eligible to receive an annual incentive with threshold, target and maximum payout levels set as a percentage of the NEO’s base salary as in effect on January 1, 2025. These payout levels are based on relevant market data for each NEO’s role, and the target level generally approximates the median of our CPG as a NEO matures in the role. Below are the 2025 threshold, target and maximum payout percentages under the AIP for each NEO:

  91. 2025 Annual Incentive Payout Levels

    | | Annual Incentive Opportunity (as % of Base Salary) | | | | Named Executive Officer | Threshold | Target | Max | | Daryl A. Kenningham | 70.0% | 140.0% | 280.0% | | Daniel J. McHenry | 41.6% | 83.3% | 166.6% | | Peter C. DeLongchamps | 41.6% | 83.3% | 166.6% | | Gillian A. Hobson | 41.6% | 83.3% | 166.6% | | Michael D. Jones | 41.6% | 83.3% | 166.6% | | Shelley P. Washburn | 41.6% | 83.3% | 166.6% |

  92. 2025 Annual Incentive Payout Levels

    | 38 | GROUP 1 AUTOMOTIVE 2026 PROXY STATEMENT |

  93. Our Performance Metrics

    Our Performance Metrics From time to time, the CHR Committee may change the performance metrics used under the AIP to incentivize management to improve different facets of operating performance or meet specific business objectives. For 2025, the CHR Committee selected adjusted net income from continuing operations and U.K. strategic operating goals as the metrics under the AIP, weighted 80% and 20%, respectively. In adopting the adjusted net income metric as the primary financial metric, the CHR Committee considered multiple factors, including the significant role NEOs play in driving shareholder returns and the consistency of these metrics with those used by many of the Company’s peers. Adjusted net income also reflects income statement performance for ongoing operations of the Company, consistent with the interests of our shareholders. In considering the adoption of the U.K. strategic operating goals, the CHR Committee took into account the importance of management’s continued focus on integrating the legacy Inchcape business and optimizing the Company’s U.K. operations.

  94. Our Performance Metrics

    | | Adjusted Net Income from Continuing Operations | | How is Adjusted Net Income from Continuing Operations defined? | We start with a GAAP measure: Group 1’s net income attributable to common shareholders.* Then we adjust for the impact of certain items that do not arise directly from core operations. These may include, in any given year, non-cash asset impairment charges, out-of-period adjustments, legal matters, regulatory and tax changes, gains and losses on dealerships, franchise or real estate transactions, and catastrophic events, such as hailstorms, hurricanes, and snowstorms. Please see Appendix A on page 82 for an explanation and reconciliation of this non-GAAP measure. | | Why did the CHR Committee choose this metric? | The CHR Committee believes adjusted net income from continuing operations is relevant because it measures the immediate impact of operating decisions on Group 1’s overall performance, and includes the impact of items such as tax, interest and foreign exchange fluctuations, which are managed at the Corporate level. | | Why do we use a non-GAAP financial metric for annual incentives? | Our non-GAAP performance measures encourage decision-making that considers long-term value creation but does not conflict with our short-term incentive metrics. Adjustments noted above allow for a clearer assessment of business performance and help to align our annual incentive goals with the non-GAAP financial expectations we communicate to shareholders. |

  95. Our Performance Metrics

    | | U.K. Strategic Operating Goals | | Why did the CHR Committee choose this metric? | The U.K. strategic operating goals reflect Group 1’s commitment to improving the human capital management, processes and cost synergies for our U.K. operations as we continue to integrate the legacy Inchcape business. In particular, management was focused on technician hiring, reducing SG&A, assessing the dealership portfolio and consolidating call center, accounting and website operations. |

  96. Our Performance Metrics

    * As reported in our Annual Report on Form 10-K for the year ended December 31, 2025. For 2025, the CHR Committee set threshold, target and maximum goals for adjusted net income from continuing operations, where threshold was considered achievable, target was considered challenging yet attainable and maximum was considered possible with exceptional effort and circumstances.

  97. How We Performed on Our 2025 Performance Metrics

    How We Performed on Our 2025 Performance Metrics The CHR Committee established goals for adjusted net income from continuing operations at threshold, target and maximum performance levels for the Company. Performance below the threshold level results in no payout under the AIP. For purposes of calculating the annual incentive payout, reported adjusted net income from continuing operations was increased for a portion of the unbudgeted impact of the significant increases in the U.K. national insurance contribution and U.K. minimum wage in 2025.

  98. How We Performed on Our 2025 Performance Metrics

    | | Weight | Threshold | | Target | | Maximum | | 2025 Results(1) | | | Adjusted Net Income from Continuing Operations* | 80% | $423 | million | $528 | million | $582 | million | $542 | million | | U.K. Strategic Operating Goals | 20% | N/A | | N/A | | N/A | | 94% | |

  99. How We Performed on Our 2025 Performance Metrics

    * See page 38 for details on how we measure performance for AIP purposes and Appendix A on page 82 for the definition of this non-GAAP metric. (1)Actual/reported adjusted net income from continuing operations: $525 million; as further adjusted by the CHR Committee: $542 million.

  100. How We Performed on Our 2025 Performance Metrics

    | GROUP 1 AUTOMOTIVE 2026 PROXY STATEMENT | 39 |

  101. How We Performed on Our 2025 Performance Metrics

    The achievement of the threshold, target and maximum levels of performance for the adjusted net income from continuing operations metric would result in payouts as a percentage of base salary as follows:

  102. How We Performed on Our 2025 Performance Metrics

    | Adjusted Net Income from Continuing Operations | Annual Incentive Paid as % of Base Salary | | | | | | Named Executive Officer | Threshold | Target | Max | 2025 Results | | | Daryl A. Kenningham | 56.0% | 112.0% | 224.0% | | 126.6% | | Daniel J. McHenry | 33.3% | 66.7% | 133.3% | | 75.7% | | Gillian A. Hobson | 33.3% | 66.7% | 133.3% | | 75.7% | | Peter C. DeLongchamps | 33.3% | 66.7% | 133.3% | | 75.7% | | Michael D. Jones | 33.3% | 66.7% | 133.3% | | 75.7% | | Shelley P. Washburn | 33.3% | 66.7% | 133.3% | | 75.7% |

  103. How We Performed on Our 2025 Performance Metrics

    In assessing U.K. strategic operating goal performance, the CHR Committee recognized a 6.5% increase in technician headcount, development of a plan to rationalize the Company’s U.K. dealership portfolio, and consolidation of call centers, accounting processes, and websites. These gains were offset by the failure to reduce adjusted SG&A in the U.K. The table below shows each NEO’s target percentage and actual achievement for the U.K. strategic operating goals in 2025.

  104. How We Performed on Our 2025 Performance Metrics

    | U.K. Strategic Operating Goals | Annual Incentive Paid as % of Base Salary | | | | | | | Named Executive Officer | Threshold | Target | | Max | | 2025 Results | | Daryl A. Kenningham | 14.0% | | 28.0% | | 56.0% | 26.3% | | Daniel J. McHenry | 8.3% | | 16.7% | | 33.3% | 15.6% | | Gillian A. Hobson | 8.3% | | 16.7% | | 33.3% | 15.6% | | Peter C. DeLongchamps | 8.3% | | 16.7% | | 33.3% | 15.6% | | Michael D. Jones | 8.3% | | 16.7% | | 33.3% | 15.6% | | Shelley P. Washburn | 8.3% | | 16.7% | | 33.3% | 15.6% |

  105. How Performance Affected Payouts

    How Performance Affected Payouts Below are the weighted results and actual 2025 payouts for our NEOs when combining the metrics – adjusted net income from continuing operations and U.K. strategic operating goals for 2025. None of the NEOs received an individual modifier adjustment for the 2025 year, although Mr. Jones received a pro-rata payout based upon retirement from his executive role in September 2025.

  106. How Performance Affected Payouts

    | | Annual Incentive Paid as % of Base Salary | | | | Named Executive Officer | Adjusted Net Income from Continuing Operations | U.K. Strategic Operating Goals | Total | | Daryl A. Kenningham | 126.6% | 26.3% | 152.8% | | Daniel J. McHenry | 75.7% | 15.6% | 91.3% | | Gillian A. Hobson | 75.7% | 15.6% | 91.3% | | Peter C. DeLongchamps | 75.7% | 15.6% | 91.3% | | Michael D. Jones | 75.7% | 15.6% | 91.3% | | Shelley P. Washburn | 75.7% | 15.6% | 91.3% |

  107. How Performance Affected Payouts

    | 40 | GROUP 1 AUTOMOTIVE 2026 PROXY STATEMENT |

  108. LONG-TERM INCENTIVE AWARDS

    LONG-TERM INCENTIVE AWARDS The CHR Committee annually reviews the design of our LTI awards made pursuant to the Company’s then-current long term incentive plan (the “LTIP”) to ensure consistency with our program’s fundamental objective of aligning the interests of executives and shareholders, while attracting, retaining and motivating talented senior leaders. Our annual LTI awards are subject to three-year, service-based (and in the case of performance shares, performance-based) vesting requirements, with exceptions for death, disability, retirement, change-in-control and certain qualifying involuntary terminations.

  109. LTI Award Mix

    LTI Award Mix The LTI award mix for all of our NEOs, other than Mr. Jones, is shown below:

  110. LTI Award Mix

    | GROUP 1 AUTOMOTIVE 2026 PROXY STATEMENT | 41 |

  111. Performance Share Awards

    Performance Share Awards Our 2025 performance share awards will vest based on Company performance over a two-year performance period, with 50% of vesting based on the Company’s adjusted earnings per share and 50% based on the Company’s total shareholder return relative to the company’s peer group. In addition, the performance share awards are subject to a coterminous three-year, time-based vesting period.

  112. Performance Goals and Weightings for Performance Shares

    Performance Goals and Weightings for Performance Shares

  113. Performance Goals and Weightings for Performance Shares

    | Metric(1) | Weighting | Threshold (50% payout) | Target (100% payout) | Maximum (200% payout) | | Adjusted Earnings Per Share (“EPS”)(2) | | | | | | •EPS is adjusted for non-GAAP adjustments consistent with the metric disclosed in publicly available filings. •EPS is cumulative over the two-year performance period. | 50% | Equal to $72 | Equal to $84 | $95 or greater | | Relative Total Shareholder Return (“rTSR”)(3) | | | | | | •Measures GPI’s cumulative two-year rTSR(4) percentile rank relative to five domestic automotive retail companies •Payout for this portion of the award is capped at 100% of target if GPI’s rTSR is negative | 50% | 25% below the median company rTSR | Equal to the median company rTSR | 50% or more above the median company rTSR |

  114. Performance Goals and Weightings for Performance Shares

    (1)Performance goals are based on actual performance targets achieved. See page 4 for performance metrics. (2)See Appendix A on page 82 for the definition of this non-GAAP metric. (3)Comparator group consists of Lithia Motors, AutoNation, Sonic Automotive, Penske Automotive Group and Asbury Automotive Group. (4)Attainment within performance parameters is subject to interpolation on a linear basis, with adjustments upward or downward from the target 100% payout by 2.0% for each percentage point Group 1’s rTSR is above or below that of the median company’s rTSR.

  115. Limit on Maximum Vesting Value

    Limit on Maximum Vesting Value If the value of performance shares subject to rTSR performance at vesting (valued by multiplying the number of performance shares vesting by the closing Group 1 stock price on the vest date) is greater than 400% of the value of the performance shares at grant (valued by multiplying the number of performance shares at target-level performance by the closing Group 1 stock price on the grant date), the vesting factor will be reduced so that the value delivered to our NEOs will be no greater than 400% of the grant value (the “Maximum Value Limit”).

  116. What the CHR Committee Considers when Setting Performance Goals

    What the CHR Committee Considers when Setting Performance Goals When setting financial performance goals for our performance share awards, the CHR Committee considers various long-term business factors, including macroeconomic market trends. For details regarding the potential vesting (or forfeiture) of the performance share awards, please see the section entitled “Executive Compensation — Potential Payments upon Termination or Change in Control.” The performance share award agreements entered into with our NEOs pursuant to the LTIP provide that upon a NEO’s termination due to death or disability, the number of performance shares that will be earned following the performance period will be based on actual performance. If a NEO’s employment is terminated due to a planned retirement, the performance shares will convert to time-based restricted stock awards that will continue to vest, subject to the officer’s compliance with applicable restrictive covenants, until the second anniversary of the NEO’s termination of employment. Such a conversion will occur based on the actual performance achieved during the performance period. All other terminations of employment will result in a forfeiture of the performance shares without payment.

  117. Restricted Stock Awards

    Restricted Stock Awards Restricted stock awards made to our NEOs vest ratably over a three-year period to encourage long-term retention of recipients with the Company.

  118. Restricted Stock Awards

    | 42 | GROUP 1 AUTOMOTIVE 2026 PROXY STATEMENT |

  119. 2025 CEO Pay Decisions

    | Compensation Overview | | | Base Salary. Mr. Kenningham received an annual merit increase from $1,250,000 to $1,300,000 effective January 1, 2025. Annual Incentive Award. As a result of the Company’s performance relative to the pre-established performance goals of adjusted net income from continuing operations and the U.K. strategic operating goals, the CHR Committee approved an annual incentive payout of $1,986,656 for 2025. LTI. In recognition of Mr. Kenningham’s sustained long-term performance, tenure, and outstanding leadership, the CHR Committee increased Mr. Kenningham’s 2025 LTI award from approximately $5,000,000 to approximately $7,000,000. | |

  120. 2025 Pay Decisions for Other NEOs

    | Compensation Overview | | | Base Salary. Mr. McHenry received an annual merit increase from $780,000 to $811,000 effective January 1, 2025. Annual Incentive Award. As a result of the Company’s performance relative to the pre-established performance goals of adjusted net income from continuing operations and the U.K. strategic operating goals, the CHR Committee approved an annual incentive award of $740,418 for 2025. LTI. The CHR Committee approved a 2025 LTI award increase from approximately $1,150,000 to approximately $1,600,000 for Mr. McHenry. | |

  121. 2025 Pay Decisions for Other NEOs

    | Compensation Overview | | | Base Salary. Ms. Hobson received an annual merit increase from $640,000 to $666,000 effective January 1, 2025. Annual Incentive Award. As a result of the Company’s performance relative to the pre-established performance goals of adjusted net income from continuing operations and the U.K. strategic operating goals, the CHR Committee approved an annual incentive award of $608,038 for 2025. LTI. The CHR Committee approved a 2025 LTI award increase from approximately $1,000,000 to approximately $1,400,000 for Ms. Hobson. | |

  122. 2025 Pay Decisions for Other NEOs

    | Compensation Overview | | | Base Salary. Mr. DeLongchamps’ base salary reflects his oversight responsibilities for multiple functional areas of the Company. He received an annual merit increase from $598,000 to $634,000 effective January 1, 2025. Annual Incentive Award. As a result of the Company’s performance relative to the pre-established performance goals of adjusted net income from continuing operations and the U.K. strategic operating goals, the CHR Committee approved an annual incentive award of $578,823 for 2025. LTI. The CHR Committee approved a 2025 LTI award increase from approximately $750,000 to approximately $875,000 for Mr. DeLongchamps. | |

  123. 2025 Pay Decisions for Other NEOs

    | Compensation Overview | | | Base Salary. Mr. Jones’ base salary reflected his long tenure in the role and was set at $568,000 effective January 1, 2025. He was paid at that rate until his retirement on August 31, 2025. Annual Incentive Award. As a result of the Company’s performance relative to the pre-established performance goals of adjusted net income from continuing operations and the U.K. strategic operating goals, the CHR Committee approved an annual incentive award of $345,126 for 2025. LTI. The CHR Committee approved a 2025 LTI award of approximately $650,000 for Mr. Jones, who has historically received his LTI awards in shares of restricted stock. | |

  124. 2025 Pay Decisions for Other NEOs

    | Compensation Overview | | | Base Salary. Ms. Washburn received an annual merit increase from $375,000 to $398,000 effective January 1, 2025. Annual Incentive Award. As a result of the Company’s performance relative to the pre-established performance goals of adjusted net income from continuing operations and the U.K. strategic operating goals, the CHR Committee approved an annual incentive award of $363,280 for 2025. LTI. The CHR Committee approved a 2025 LTI award of approximately $400,000 for Ms. Washburn. | |

  125. EMPLOYMENT, SEVERANCE AND CHANGE OF CONTROL ARRANGEMENTS

    EMPLOYMENT, SEVERANCE AND CHANGE OF CONTROL ARRANGEMENTS We have employment and other compensatory agreements with certain NEOs to ensure they will perform their roles for an extended period of time. Certain provisions contained in these agreements, such as non-competition and non-solicitation provisions, as well as change in control severance arrangements, are essential to retaining our talent and protecting our shareholders. We believe it is appropriate to compensate individuals to refrain from working with competitors following termination, and that providing continuing (and forfeitable) compensation during the period of a restrictive covenant enhances the enforceability of such agreements. Similarly, these agreements provide for severance compensation to be paid if an officer’s employment is terminated under certain conditions, such as following a corporate change, involuntary termination, termination by us for “cause,” or death or disability, each as defined in the applicable NEOs agreement. These agreements are described in more detail under “Executive Compensation — Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table — Employment, Incentive Compensation and Non-Compete Agreements.” In connection with Mr. Jones’ retirement from his executive officer role in September 2025, we entered into a separation agreement with him that governed his transition into a part-time employee role. For more information on this agreement, see “Executive Compensation — Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table — Employment, Incentive Compensation and Non-Compete Agreements” and “Potential Payments Upon Termination or Change in Control.”

  126. Termination Without Cause

    Termination Without Cause If we terminate the employment of certain NEOs without “cause” as defined in the applicable agreement, we are obligated to pay the officer certain compensation and other benefits, as described in detail in “Executive Compensation — Potential Payments Upon Termination or Change in Control.” We believe these payments are appropriate because the terminated officer will be bound by confidentiality, non-solicitation and non-compete restrictions, ranging from one to two years after termination. Parties with existing agreements have mutually agreed to a severance package prior to any termination event, which gives us the flexibility to make changes in senior management if such change is in the best interests of our Company and our shareholders.

  127. CERTAIN EQUITY AWARD GRANTS

    CERTAIN EQUITY AWARD GRANTS We do not currently grant stock options or option-like equity awards to our employees or directors. Consequently, we do not currently have a formal practice or policy with respect to the grant of stock options or option-like awards, but during the 2025 year, we did not base the timing of the grant of any equity-based awards around the release of material nonpublic information.

  128. CERTAIN EQUITY AWARD GRANTS

    | 48 | GROUP 1 AUTOMOTIVE 2026 PROXY STATEMENT |

  129. CERTAIN EQUITY AWARD GRANTS

    | Report of the Compensation & Human Resources Committee |

  130. CERTAIN EQUITY AWARD GRANTS

    During the last fiscal year, and this year in preparation for the filing of this Proxy Statement with the SEC, the CHR Committee reviewed and discussed the disclosure set forth under the heading “Compensation Discussion and Analysis” with management. Based on the reviews and discussions, the CHR Committee recommended to the Board of Directors that the disclosure set forth under the heading “Compensation Discussion and Analysis” be included in this Proxy Statement and incorporated by reference into Group 1 Automotive, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025. Respectfully submitted by the CHR Committee of the Board of Directors,

  131. Summary Compensation Table

    Summary Compensation Table The following table summarizes, with respect to our NEOs, information relating to the compensation granted or earned for services rendered in all capacities during 2025, 2024 and 2023. Our NEOs consist of six executive officers, consistent with SEC rules, including our CEO and our Chief Financial Officer.

  132. Summary Compensation Table

    | Name and Principal Position | Year | Salary(1) ($) | Bonus(2) ($) | Stock Awards(3) ($) | Non-Equity Incentive Plan Compensation(4) ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings(5) ($) | All Other Compensation(6) ($) | Total ($) | | Daryl A. Kenningham President and Chief Executive Officer | 2025 | 1,300,000 | — | 6,999,819 | 1,986,656 | 216,396 | 617,567 | 11,120,439 | | | 2024 | 1,250,000 | — | 4,999,757 | 1,843,761 | 179,731 | 397,314 | 8,670,563 | | | 2023 | 1,100,000 | — | 3,499,802 | 1,849,705 | 216,857 | 607,936 | 7,274,300 | | Daniel J. McHenry Senior Vice President and Chief Financial Officer | 2025 | 811,000 | — | 1,599,809 | 740,418 | 20,305 | 43,359 | 3,214,892 | | | 2024 | 780,000 | — | 1,149,776 | 684,826 | 12,334 | 40,964 | 2,667,900 | | | 2023 | 700,000 | — | 849,798 | 673,312 | 9,765 | 32,173 | 2,265,048 | | Gillian A. Hobson Senior Vice President, Chief Legal Officer and Corporate Secretary | 2025 | 666,000 | — | 1,399,541 | 608,038 | 6,172 | 43,455 | 2,723,206 | | | 2024 | 640,000 | — | 999,951 | 561,908 | 645 | 41,661 | 2,244,165 | | | 2023 | 551,042 | 300,000 | 699,914 | 528,833 | — | 32,545 | 2,112,333 | | Peter C. DeLongchamps Senior Vice President, Manufacturer Relations, Financial Services and Public Affairs | 2025 | 634,000 | — | 874,830 | 578,823 | 88,810 | 52,013 | 2,228,476 | | | 2024 | 598,000 | — | 749,964 | 525,033 | 72,899 | 38,912 | 1,984,808 | | | 2023 | 575,000 | — | 699,914 | 596,203 | 88,218 | 29,413 | 1,988,748 | | Michael D. Jones Former Senior Vice President, Aftersales | 2025 | 538,667 | — | 649,820 | 345,126 | 135,531 | 29,365 | 1,698,509 | | | 2024 | 546,000 | — | 650,081 | 479,378 | 103,323 | 37,499 | 1,816,281 | | | 2023 | 525,000 | — | 699,914 | 478,734 | 117,304 | 28,393 | 1,849,345 | | Shelley P. Washburn Senior Vice President and Chief Marketing Officer | 2025 | 398,000 | — | 399,602 | 363,280 | 1,996 | 56,039 | 1,218,917 | | | 2024 | 341,667 | 75,000 | 150,000 | 209,007 | 304 | 35,105 | 811,083 |

  133. Summary Compensation Table

    (1)For Mr. Jones, reflects $378,667 earned as Senior Vice President, Aftersales from January 1, 2025 through August 31, 2025 and $160,000 earned as a part-time employee in the role of Special Projects Leader from September 1, 2025 through December 31, 2025 pursuant to his separation agreement. (2)For Ms. Hobson, reflects a one-time hiring bonus paid to Ms. Hobson when she joined the Company on January 16, 2023. For Ms. Washburn, reflects a one-time hiring bonus paid to Ms. Washburn when she joined the Company on January 1, 2024. (3)The amounts in the “Stock Awards” column reflect the required accounting expense for restricted stock and performance share awards and do not correspond to the actual value that may be recognized by our NEOs with respect to such awards; instead, they represent the grant date fair value of the awards computed in accordance with FASB ASC Topic 718, Compensation—Stock Compensation in connection with awards granted under the LTIP. Assumptions made in the calculation of these amounts are included in Note 5. Stock-Based Compensation Plans and Note 6. Stock-Based Compensation Plans to the audited financial statements included in our Annual Reports on Form 10-K for the applicable fiscal years. Certain of these awards have no intrinsic value to the recipient until the performance or vesting schedule is met. For example: as of December 31, 2025, our NEOs had not realized any value from their 2025 restricted stock awards because vesting will not begin until 2026, when forfeiture restrictions will lapse as to 33% of the awards. Forfeiture restrictions will lapse as to the remaining 67% of the 2025 awards in a 33% increment in 2027 and a 34% increment in 2028. Regarding performance share awards granted in 2025, assuming performance is satisfied, they are scheduled to vest on December 31, 2026, and vested shares will be released on December 31, 2027. With respect to the one-half portion of the performance share awards that are based on ‘performance conditions’ for accounting purposes (as opposed to market conditions), if we assumed that the probable accounting value was based on the maximum payout for the awards, the grant date values would have been as follows: Mr. Kenningham, $3,499,675; Mr. McHenry, $799,671; Ms. Hobson, $699,771; Mr. DeLongchamps, $437,415 and Ms. Washburn, $199,801. Vesting schedules for equity awards can be found in the footnotes to the “Outstanding Equity Awards at Fiscal Year-End” table.

  134. Summary Compensation Table

    | 50 | GROUP 1 AUTOMOTIVE 2026 PROXY STATEMENT |

  135. Summary Compensation Table

    (4)Annual cash incentive awards based upon the achievement of financial and performance-based goals. This is discussed further under “2025 Principal Elements of Compensation — Annual Incentive Awards”. For Mr. Jones, it reflects a pro-rated award for the period beginning January 1, 2025 and ending immediately prior to September 1, 2025. (5)Amounts reflect above-market earnings on the Deferred Compensation Plan, as defined by earnings in excess of 120% of the applicable federal long-term rate, with compounding interest of 5.32%. We do not offer a pension plan. (6)The following table reflects the categories of compensation and benefits included under “All Other Compensation” for 2025:

  136. Summary Compensation Table

    | Name | Year | 401(k) Savings Plan Matching Contribution ($) | Automobile Allowance ($) | Use of Demonstrator Vehicles(a) ($) | Airplane Use(b) ($) | Gift Card & GTL ($) | Total ($) | | Daryl A. Kenningham | 2025 | 14,000 | — | 33,359 | 561,459 | 8,749 | 617,567 | | Daniel J. McHenry | 2025 | 14,000 | 15,000 | 12,948 | — | 1,411 | 43,359 | | Gillian A. Hobson | 2025 | 14,000 | 15,000 | 13,045 | — | 1,411 | 43,455 | | Peter C. DeLongchamps | 2025 | 14,000 | 15,000 | 15,674 | — | 7,339 | 52,013 | | Michael D. Jones | 2025 | 10,015 | 10,000 | 3,896 | — | 5,453 | 29,365 | | Shelley P. Washburn | 2025 | 14,000 | 15,000 | 17,401 | — | 9,638 | 56,039 |

  137. Summary Compensation Table

    (a)Represents the incremental cost for personal use of one or more Company demonstrator vehicles. The incremental cost is determined by multiplying the annual lease value of the vehicle by the percentage of personal use, which we track through travel logs. (b)In the event that Mr. Kenningham or his family members make use of the airplane, he reimburses us for their personal costs. The amount within this column represents the incremental cost to us of providing this benefit to Mr. Kenningham, which is generally the difference between the amount paid by Mr. Kenningham for the use of our leased airplane under the standard industry fare level method and the lease cost to the Company for such use.

  138. Summary Compensation Table

    | GROUP 1 AUTOMOTIVE 2026 PROXY STATEMENT | 51 |

  139. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table provides information concerning each grant of an award made to our NEOs under the AIP and the LTIP during 2025:

  140. Grants of Plan-Based Awards

    | | | Possible Payouts Under Non-Equity Incentive Plan Awards(1) | | | Possible Payouts Under Equity Incentive Plan Awards(2) | | | | | | | | | | | Performance Shares | | | All Other Stock Awards: # of Shares of Stock or Units(3) (#) | Grant Date FV of Stock Awards ($) | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Daryl A. Kenningham | | 910,000 | 1,820,000 | 3,640,000 | | | | | | | | 2/12/2025 | | | | 3,725 | 7,450 | 14,900 | | 3,499,675 | | | 2/12/2025 | | | | | | | 7,451 | 3,500,145 | | Daniel J. McHenry | | 337,781 | 675,563 | 1,351,126 | | | | | | | | 2/11/2025 | | | | 856 | 1,713 | 3,426 | | 799,671 | | | 2/11/2025 | | | | | | | 1,714 | 800,138 | | Gillian A. Hobson | | 277,389 | 554,778 | 1,109,556 | | | | | | | | 2/11/2025 | | | | 749 | 1,499 | 2,998 | | 699,771 | | | 2/11/2025 | | | | | | | 1,499 | 699,771 | | Peter C. DeLongchamps | | 264,061 | 528,122 | 1,056,244 | | | | | | | | 2/11/2025 | | | | 469 | 937 | 1,874 | | 437,415 | | | 2/11/2025 | | | | | | | 937 | 437,415 | | Michael D. Jones | | 157,499 | 314,997 | 629,995 | | | | | | | | | | | | — | — | — | | | | | 2/11/2025 | | | | | | | 1,392 | 649,820 | | Shelley P. Washburn | | 165,767 | 331,534 | 663,068 | | | | | | | | 2/11/2025 | | | | 214 | 428 | 856 | | 199,801 | | | 2/11/2025 | | | | | | | 428 | 199,801 |

  141. Grants of Plan-Based Awards

    (1)These columns reflect the possible payouts for 2025 under the AIP. The amounts shown in the “Threshold”, “Target” and “Maximum” columns assume achievement of 100% of the metrics under each performance tier for each NEO. See the “Annual Incentive Plan Compensation” column of the 2025 Summary Compensation Table for actual amounts paid to NEOs under the annual incentive compensation plan for services performed in 2025 and the “2025 Principal Elements of Compensation — Annual Incentive Awards” for a description of the AIP and how the payouts were determined. (2)These columns reflect the threshold, target and maximum number of shares that may be earned by the respective NEO based solely on performance levels achieved with respect to the performance share awards granted in 2025. The “Threshold” column reflects 50% of the target number of the award; the “Target” column reflects 100% of the target number of the award; and the “Maximum” column reflects 200% of the target number of the award. However, the awards were designed with a Maximum Value Limit, a supplemental maximum payout formula that is described further within the CD&A above. This Maximum Value Limit could potentially alter the number of shares of underlying common stock that could become payable pursuant to the award under any of the performance levels. (3)These amounts reflect the grants of restricted stock to the NEOs.

  142. Grants of Plan-Based Awards

    | 52 | GROUP 1 AUTOMOTIVE 2026 PROXY STATEMENT |

  143. Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table

    Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table The following is a discussion of material factors we believe are necessary to form an understanding of the information disclosed in the Summary Compensation Table and the Grants of Plan-Based Awards Table for 2025.

  144. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following table provides information concerning restricted stock awards and performance share awards for our NEOs. As of December 31, 2025, none of our NEOs held any stock options.

  145. Outstanding Equity Awards at Fiscal Year-End

    | | Restricted Stock Awards(1) | | | Performance Share Awards(2) | | | Name | Grant Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested(4) ($) | Equity Incentive Plan Awards: Number of Unearned Shares or Units of Stock That Have Not Vested (#) | Equity Incentive Plan Awards: Market Value of Unearned Shares or Units of Stock That Have Not Vested(3) ($) | | Daryl A. Kenningham | 02/19/2021 | 2,041 | 802,725 | — | — | | | 02/15/2022 | 2,858 | 1,124,051 | — | — | | | 02/14/2023 | 2,585 | 1,016,681 | — | — | | | 02/12/2024 | 5,970 | 2,348,001 | — | — | | | 02/12/2024 | 10,914(2) | 4,292,476(2) | — | — | | | 02/12/2025 | 7,451 | 2,930,478 | 7,450 | 2,930,085 | | Daniel J. McHenry | 02/19/2021 | 510 | 200,583 | — | — | | | 02/15/2022 | 858 | 337,451 | — | — | | | 02/14/2023 | 628 | 246,992 | — | — | | | 02/12/2024 | 2,510(2) | 987,183(2) | — | — | | | 02/12/2024 | 1,373 | 540,001 | — | — | | | 02/11/2025 | 1,714 | 674,116 | 1,713 | 673,723 | | Gillian A. Hobson | 02/14/2023 | 517 | 203,336 | — | — | | | 02/12/2024 | 1,194 | 469,600 | — | — | | | 02/12/2024 | 2,182(2) | 858,181(2) | — | — | | | 02/11/2025 | 1,499 | 589,557 | 1,499 | 589,557 | | Peter C. DeLongchamps | 02/19/2021 | 817 | 321,326 | — | — | | | 02/15/2022 | 801 | 315,033 | — | — | | | 02/14/2023 | 517 | 203,336 | — | — | | | 02/12/2024 | 896 | 352,397 | — | — | | | 02/12/2024 | 1,636(2) | 643,439(2) | — | — | | | 02/11/2025 | 937 | 368,522 | 937 | 368,522 | | Michael D. Jones | 02/19/2021 | 680 | 267,444 | — | — | | | 02/15/2022 | 1,601 | 629,673 | — | — | | | 02/14/2023 | 1,034 | 406,672 | — | — | | | 02/12/2024 | 1,553 | 610,795 | — | — | | | 02/11/2025 | 1,392 | 547,474 | — | — | | Shelley P. Washburn | 02/12/2024 | 359 | 141,195 | — | — | | | 02/11/2025 | 428 | 168,332 | 428 | 168,332 |

  146. Outstanding Equity Awards at Fiscal Year-End

    (1)This footnote is applicable to all awards within this column, other than awards specifically designated as being discussed in footnote 2 below. Forfeiture restrictions on our restricted stock awards prior to 2023 lapse over a five-year period in the following percentages: 40% of the award on the second anniversary of the grant date, and 20% on the third, fourth and fifth anniversaries of the grant date, respectively. Starting with the restricted stock awards granted in 2023, the forfeiture restrictions lapse over a three-year period in the following percentages: 33% of the award on the first and second anniversary of the grant date, respectively, and 34% on the third anniversary of the grant date. (2)Performance share awards are earned based on the Company’s performance over a designated performance period, as described in more detail within the CD&A above, as well as an additional one-year service requirement. The shares disclosed in these rows reflect performance share awards that have been earned as of December 31, 2025, and remain subject solely to time-based vesting requirements. For the performance share awards granted on February 12, 2024, the performance period began on January 1, 2024, and ended on December 31, 2025. The service-based vesting date for these awards will continue to be in effect until December 31, 2026. The values included in these rows are reflective of the actual shares earned as of the end of the performance period, which will remain outstanding and subject to vesting conditions until the vesting date.

  147. Outstanding Equity Awards at Fiscal Year-End

    | 54 | GROUP 1 AUTOMOTIVE 2026 PROXY STATEMENT |

  148. Outstanding Equity Awards at Fiscal Year-End

    (3)For the performance share awards granted to Mr. Kenningham on February 12, 2025 and other NEOs on February 11, 2025, the performance period began on January 1, 2025, and ends on December 31, 2026. The service-based vesting date is December 31, 2027. Due to the rules required for this table, the number of outstanding performance-based equity awards must be reported at the next highest level above where the awards were tracking as of December 31, 2025, therefore we have reflected values in the table at an aggregate maximum value. However, as of December 31, 2025, the rTSR portion of the awards was tracking at 87% of target, while the EPS portion of the awards were tracking at 138% of target. (4)Calculated using the value of our common stock at close of market on December 31, 2025, the last trading day of 2025, $393.30.

  149. Stock Vested in the 2025 Fiscal Year

    Stock Vested in the 2025 Fiscal Year The following table provides information relating to the vesting of restricted stock and performance share awards during 2025 on an aggregated basis for each of our NEOs. None of our NEOs hold stock option awards.

  150. Stock Vested in the 2025 Fiscal Year

    | | Stock Awards | | | | | | Performance Share Awards | | Restricted Stock Awards | | | Name | Number of Shares Acquired on Vesting(1) (#) | Value Realized on Vesting(2) ($) | Number of Shares Acquired on Vesting(1) (#) | Value Realized on Vesting(2) ($) | | Daryl A. Kenningham | 7,600 | 3,010,284 | 11,589 | 5,537,614 | | Daniel J. McHenry | 1,845 | 730,786 | 3,148 | 1,491,072 | | Gillian A. Hobson | 1,520 | 602,057 | 1,090 | 519,588 | | Peter C. DeLongchamps | 1,520 | 602,057 | 3,228 | 1,543,695 | | Michael D. Jones | — | — | 4,062 | 1,945,595 | | Shelley P. Washburn | — | — | 176 | 82,678 |

  151. Stock Vested in the 2025 Fiscal Year

    (1)Represents the gross number of shares acquired upon vesting of restricted stock and performance share awards, without taking into account any shares withheld to satisfy applicable tax obligations. (2)Represents the value of the vested restricted stock and performance shares, calculated by multiplying (a) the number of vested shares of restricted stock or performance shares, as applicable, by (b) the market value equal to the average of the high and low sales prices of our common stock on the vesting date.

  152. Nonqualified Deferred Compensation for the 2025 Fiscal Year

    Nonqualified Deferred Compensation for the 2025 Fiscal Year The following table sets forth our NEOs’ information regarding the Deferred Compensation Plan, including, with respect to each officer: (1) the aggregate contributions made by the officer, (2) the aggregate interest or other earnings accrued and (3) the total balance of the officer’s account.

  153. Nonqualified Deferred Compensation for the 2025 Fiscal Year

    | Name | Executive Contributions in Last FY(1) ($) | Aggregate Earnings in Last FY(2) ($) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last FYE(3) ($) | | Daryl A. Kenningham | — | 562,110 | (345,331) | 6,848,630 | | Daniel J. McHenry | 155,142 | 53,750 | — | 710,996 | | Gillian A. Hobson | 188,208 | 17,043 | — | 257,009 | | Peter C. DeLongchamps | — | 230,692 | (99,347) | 2,827,588 | | Michael D. Jones | — | 352,054 | (160,520) | 4,385,032 | | Shelley P. Washburn | 181,640 | 5,184 | — | 64,043 |

  154. Nonqualified Deferred Compensation for the 2025 Fiscal Year

    (1)Reported as compensation to the NEO in the Summary Compensation Table for 2025 (including any compensation pursuant to the AIP earned during 2025 but paid in 2026). (2)The following portions of the aggregate earnings in the last fiscal year were reported in the 2025 “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column of the 2025 Summary Compensation Table because they were above-market earnings: Mr. Kenningham ($216,396), Mr. McHenry ($20,305), Ms. Hobson ($6,172), Mr. DeLongchamps ($88,810), Mr. Jones ($135,531) and Ms. Washburn ($1,996). (3)The following portions of the aggregate balance amounts for each of the following NEOs were reported as compensation to the officer in the Summary Compensation Table in previous years for which they were listed as NEOs:

  155. Nonqualified Deferred Compensation for the 2025 Fiscal Year

    | GROUP 1 AUTOMOTIVE 2026 PROXY STATEMENT | 55 |

  156. Nonqualified Deferred Compensation for the 2025 Fiscal Year

    | | Daryl A. Kenningham ($) | Daniel J. McHenry ($) | Gillian A .Hobson ($) | Peter C. DeLongchamps ($) | Michael D. Jones ($) | Shelley P. Washburn ($) | | 2024 | 179,731 | 12,334 | 645 | 72,899 | 103,323 | 304 | | 2023 | 216,857 | 9,765 | — | 88,218 | 117,304 | — | | 2022 | 242,130 | 107,367 | — | 100,180 | — | — | | 2021 | 342,173 | 100,047 | — | 161,095 | — | — | | 2020 | 806,776 | — | — | 86,363 | — | — | | 2019 | 164,068 | — | — | 92,740 | — | — | | 2018 | 181,560 | — | — | 151,699 | — | — | | 2017 | 621,360 | — | — | 95,928 | — | — | | 2016 | — | — | — | 148,501 | — | — | | 2015 | — | — | — | 137,899 | — | — | | 2014 | — | — | — | 127,009 | — | — | | 2013 | — | — | — | 89,271 | — | — | | 2012 | — | — | — | 97,419 | — | — |

  157. Nonqualified Deferred Compensation for the 2025 Fiscal Year

    Pursuant to the Deferred Compensation Plan, certain corporate officers, including our NEOs, may defer up to 50% of their base salary and up to 100% of their incentive compensation. Deferral elections are to be made no later than the last day of the calendar year immediately preceding the calendar year in which such compensation is earned, or the first day of the next calendar quarter where the employee becomes eligible during the calendar year. We may also make discretionary credits to a NEO’s account from time to time, which credits will be subject to a vesting schedule established by us at the time of such credit. We did not make any discretionary contribution credits during the 2022, 2023, 2024 or 2025 calendar years. Currently, 100% of each NEO’s account is vested. Benefits under the Deferred Compensation Plan will be paid no earlier than upon the NEO’s termination of service, or, for deferrals made prior to January 1, 2021, upon a certain date elected by the NEO. Benefits will be paid, at the NEO’s election, in a lump sum or in annual installments, although all distributions will be paid in cash. Payments upon the NEO’s termination of service may be delayed for six months, to the extent necessary to comply with the requirements of Section 409A of the Code. Except in the event of unforeseeable financial emergencies, effective January 1, 2021, in-service withdrawals are not permitted by the Deferred Compensation Plan, although the necessary portion of the NEO’s vested account balance may be distributed to satisfy certain employment, federal or state taxes. An unforeseeable financial emergency shall allow a NEO to access vested funds in his or her accounts upon the occurrence of: (1) a severe financial hardship of the NEO that results from an illness or accident of the NEO, or the NEO’s beneficiary, spouse or dependent; (2) loss of the NEO’s or the beneficiary’s property due to casualty; or (3) a similar extraordinary and unforeseeable circumstance as described in Section 409A of the Code arising as a result of events beyond the NEO’s control. Effective January 1, 2021, an annual contribution limit of $300,000 was implemented for all employee deferrals, including NEO deferrals, with a lifetime maximum contribution amount of $3.5 million. Deferred amounts will be deemed to be notionally invested in either the Group 1 Guaranteed Crediting Rate investment option or a money market fund. The Group 1 Guaranteed Crediting Rate investment option is a declared interest rate, set by the CHR Committee annually, and the rate is 8.5% for 2025.

  158. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control We believe providing certain senior corporate officers with severance payments and accelerated vesting of equity awards in certain circumstances are important retention tools. In addition, we believe that providing for “double-trigger” (defined below) payments and equity award vesting to certain key executives in connection with a “Corporate Change” helps maximize shareholder value by encouraging our executives to objectively review any proposed transaction, whether or not that executive will continue to be employed. A “double-trigger” payment or benefit becomes due in the event of a qualifying event, such as an involuntary termination of employment without cause or a termination of employment by the executive for good reason, in each case, in connection with a corporate change. Executive officers at other companies in the general market against which we compete for executive talent commonly have equity compensation plans that provide for accelerated vesting upon a corporate change and post-termination payments, and we have consistently provided this benefit to certain senior corporate officers to remain competitive in attracting and retaining skilled professionals. Disclosed below is the amount of compensation and/or other benefits that would be payable to our NEOs in the event of termination of their employment under the following scenarios: death, disability, with and without cause, for certain constructive termination events, in each case, following a corporate change. These potential payments are governed by the LTIP pursuant to which various equity incentive awards were issued, and, with respect to Messrs. Kenningham, McHenry and Jones, the terms of employment agreements or other individual written arrangements. None of our NEOs is entitled to an excise tax gross-up payment. For additional information regarding the employment agreements, see “Compensation Discussion and Analysis — Employment and Severance Agreements.”

  159. Potential Payments upon Termination or Change in Control

    | 56 | GROUP 1 AUTOMOTIVE 2026 PROXY STATEMENT |

  160. Termination and Change in Control Tables for 2025

    | CEO Pay Ratio |

  161. Comparing GPI’s Ratio to Other Companies

    | Pay Versus Performance Disclosure |

  162. Comparing GPI’s Ratio to Other Companies

    | | | | | | | | $100 Investment Based On: | | | | | Year | Summary Compensation Table Total for Kenningham(1) | Compensation Actually Paid to Kenningham(1) (2) (3) | Summary Compensation Table Total for Hesterberg(1) | Compensation Actually Paid to Hesterberg(1) (2) (3) | Average Summary Compensation Table Total for Non-CEO NEOs(4) | Average Compensation Actually Paid to Non-CEO NEOs(2) (3) (4) | Total Shareholder Return | Peer Group Total Shareholder Return(5) | Net Income (in millions) | Adjusted Net Income from Continuing Operations (in millions)(6) | | 2025 | $11,120,439 | $9,959,830 | N/A | N/A | $2,216,880 | $2,084,283 | $310.15 | $202.84 | $325.2 | $524.5 | | 2024 | $8,670,563 | $16,559,548 | N/A | N/A | $2,178,127 | $3,602,728 | $330.85 | $194.88 | $498.1 | $530.6 | | 2023 | $7,274,300 | $13,994,596 | N/A | N/A | $2,053,869 | $3,550,760 | $237.86 | $183.32 | $601.6 | $623.3 | | 2022 | N/A | N/A | $8,774,685 | $8,501,251 | $2,881,512 | $2,877,697 | $139.77 | $129.36 | $751.5 | $728.7 | | 2021 | N/A | N/A | $8,577,257 | $19,080,981 | $2,684,236 | $4,992,687 | $150.05 | $140.26 | $552.1 | $633.7 |

  163. PAY VERSUS PERFORMANCE: GRAPHICAL DESCRIPTION

    PAY VERSUS PERFORMANCE: GRAPHICAL DESCRIPTION The illustrations below provide a graphical description of CAP (as calculated in accordance with the SEC rules) and the following measures: •the Company’s cumulative TSR and the Peer Group’s cumulative TSR; •the Company’s Net Income; and •the Company selected measures, which are adjusted net income from continuing operations and the U.K. strategic operating goals.