GROUP 1 AUTOMOTIVE INC (GPI) Business

Item 1. Business

General

Group 1 Automotive, Inc. is a leading operator in the automotive retail industry. We sell and/or lease new and used cars and light trucks; arrange related vehicle financing; sell service and insurance contracts; provide automotive maintenance and repair services; and sell vehicle parts retail and wholesale. We have operations in geographically diverse markets that extend across 17 states in the U.S. and 62 towns and cities in the U.K. As of December 31, 2025, our retail network consists of 145 dealerships and 21 collision centers in the U.S. and 109 dealerships and 11 collision centers in the U.K.

Dealership Operations

Our new vehicle revenues include new vehicle sales and lease transactions, completed at our dealerships or via our digital platform. We sell retail used vehicles directly to our customers at our dealerships and via our digital platform and wholesale our used vehicles at third-party auctions. We sell replacement parts and provide both warranty and non-warranty maintenance and repair services at each of our franchised dealerships, as well as provide collision repair services at the 32 collision centers that we operate. We also sell parts to wholesale customers. Revenues from our F&I operations consist primarily of fees for arranging financing and selling vehicle service and insurance contracts in connection with the retail sale of a new or used vehicle. We offer a wide variety of third-party finance, vehicle service and insurance products in a convenient manner at competitive prices.

The following charts present total revenues and gross profit contribution from our operations by new vehicles, used vehicles, parts and service and F&I for the year ended December 31, 2025 (“Current Year”):

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The following chart presents our diversity of new vehicle unit sales by manufacturer for the Current Year:

The following table shows our new vehicle unit sales geographic mix for the Current Year and our franchise count as of December 31, 2025:

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Business Strategy

Our integrated strategy driven by four pillars — combining local market focus, operational excellence, differentiated parts and service business and disciplined capital allocation — positions Group 1 to deliver sustainable revenue growth, robust free cash flow and meaningful long-term value for our stockholders.

Local Focus

We believe automotive retailing is fundamentally local, and that success is earned market by market through strong customer relationships, brand representation and service capabilities. Our strategy emphasizes a local-market focus to maximize lifetime customer value across new and used vehicle sales, parts, service and collision operations, which we may not fully realize when vehicles are sold outside our markets.

While we operate at scale across the U.S. and U.K., our strategy is centered on building density within defined markets, allowing us to better serve customers, improve retention and increase share of garage across the vehicle ownership lifecycle.

Our clustered market approach enables us to offer customers multiple brands and service options within a local area, reducing reliance on any single manufacturer while capturing evolving consumer preferences, and the changing vehicle needs for families. Local scale also enhances marketing efficiency, inventory management and customer loyalty, while supporting a consistent customer experience across our stores.

By leveraging centralized processes where appropriate and maintaining local accountability at the dealership level, we believe our local focus improves throughput, reduces costs and strengthens long-term customer trust.

Operational Excellence

Operational excellence is foundational to our strategy and underpins our ability to deliver strong financial performance in varying market conditions. We focus on optimizing operations at each dealership to achieve full rooftop potential through standardization of key processes, sharing of best practices and disciplined execution.

We continue to invest in technology, data and process improvements that enhance both customer and employee efficiency, including centralized customer experience enhancements from digital retailing tools such as AI-enabled appointment setting and virtual F&I solutions. These investments allow us to scale best practices quickly, structurally lower costs and improve consistency across our operations.

Our size and market density amplify the benefits of operational excellence by enabling in-market efficiencies related to used vehicle purchasing and transfers, reconditioning, marketing investment, procurement and staffing. We believe our variable cost structure and focus on productivity provide flexibility to respond to changes in the macroeconomic environment while protecting margins.

Differentiated Parts and Service Business

Our parts and service business is a critical driver of profitability, stability and long-term customer relationships. Aftersales represents the core of our differentiated business model, providing a resilient and counter-cyclical complement to vehicle retailing.

We focus on increasing service retention across the ownership lifecycle by delivering high-quality, fair-priced, and timely service supported by factory-trained technicians, strong customer engagement and consistent execution. Our scale enables us to invest in technician recruitment and retention, training academies, scheduling flexibility and facility enhancements that support productivity and customer satisfaction.

Technology and process standardization further strengthen our parts and service operations by improving appointment access, billing accuracy, workflow management and service-to-sales integration. We believe our differentiated aftersales capabilities provide a compelling competitive advantage and a durable source of cash flow.

Disciplined Capital Planning and Allocation

Disciplined capital allocation is central to our strategy and reflects our commitment to deploying stockholder capital toward the highest return opportunities. We evaluate all capital uses — including acquisitions, capital expenditures, share repurchases, dividends, debt reduction, real estate investments and organic growth — through a consistent return-based framework.

Our acquisition strategy focuses on high-quality dealerships and brands in growth markets that complement our existing portfolio and benefit from our scale and operational capabilities. We prioritize transactions that are economically accretive, offer strong brand and geographic fit and enable additional efficiencies through market density and strong execution.

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In parallel, we actively optimize our portfolio through selective dispositions of underperforming or non-strategic assets, allowing us to recycle capital into higher-return opportunities. Our strong balance sheet and low rent-adjusted leverage provide flexibility to pursue acquisitions while continuing to return capital to stockholders through share repurchases and dividends.

Competition

The automotive retail industry is highly competitive across all our service lines. Consumers have a number of choices when deciding where and how to (i) purchase and/or lease a new or used vehicle as well as select related vehicle financing and insurance products; (ii) purchase related parts and accessories; and (iii) procure vehicle maintenance and repair services. We believe the principal competitive factors in the automotive retailing industry are location, service, price, selection, online capabilities, established customer relationships and reputation.

New Vehicle Sales

In the new vehicle market, our dealerships compete with other franchised dealerships in their market areas, as well as auto brokers, leasing companies and internet companies that provide referrals to, or broker vehicle sales with other dealerships or customers. Our principal new vehicle dealer competitors also have franchise agreements with the various vehicle manufacturers and, as such, generally have access to new vehicles on the same terms as we do. We do not have any cost advantage in purchasing new vehicles from vehicle manufacturers, and our current franchise agreements do not grant us the exclusive right to sell a manufacturer’s product within a given geographic area. Several companies are currently manufacturing EVs for sale primarily through the internet, under a direct-to-consumer model, without using the traditional dealer-network or are considering such a strategy, including some of our OEM partners. Certain of our vehicle manufacturers in the U.K. transitioned to an agency model for selling new vehicles. Under an agency model, our franchised dealerships receive a fee for facilitating the sale of a new vehicle to a customer but no longer record the vehicle sales price as revenue, record vehicles in inventory, incur loaner expense, or incur floorplan interest expense, as has been historical practice.

Used Vehicle Sales

In the used vehicle market, our dealerships compete both in their local markets and nationally with other franchised dealers, large multi-location used vehicle retailers, local independent used vehicle dealers, automobile rental agencies and private parties for the supply and resale of used vehicles.

Parts and Service

We believe the principal competitive factors in the parts and service business are the quality of customer service, timeliness of service, the use of factory-approved replacement parts, familiarity with a manufacturer’s brands and models, location, price, the availability and competence of technicians and the availability of training programs to enhance such expertise. In the parts and service market, our dealerships compete with other franchised dealers to perform warranty maintenance and repairs, conduct manufacturer recall services and sell factory replacement parts. Our dealerships also compete with other automobile dealers, franchised and independent service center chains and independent repair shops for non-warranty repair and maintenance business. In addition, our dealerships sell replacement and aftermarket parts both locally and nationally in competition with franchised and independent retail and wholesale parts outlets. A number of regional or national chains offer selected parts and services at prices that may be lower than ours. Our collision centers compete with other large, multi-location companies, as well as local, independent, collision service operations.

F&I

We believe the principal competitive factors in the F&I business are interest rates, product availability and affordability, product knowledge, flexibility in contract length and ease of consumer understanding. We face competition in arranging financing for our customers’ vehicle purchases from a broad range of unaffiliated third-party financial institutions. Many financial institutions now offer their own menu of F&I products, providing an alternative to our product offering, which may reduce our profits from the sale of these products through reduced penetration. In certain cases, our customers in the normal course of business can cancel previously purchased F&I products resulting in the charge back to us by the product provider of a portion of the profit earned on the sale of those products.

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Manufacturers’ Relationships and Agreements

Each of our U.S. dealerships operates under one or more franchise agreements with vehicle manufacturers or authorized distributors. The franchise agreements grant the franchised automobile dealership a non-exclusive right to sell the manufacturers or distributor’s brand of vehicles and offer related parts and service within a specified market area. These franchise agreements also grant franchised dealerships the right to use the manufacturer’s or distributor’s trademarks in connection with their operations, and impose numerous operational requirements and restrictions relating to, among other things, inventory levels, working capital levels, the sales process, sales performance requirements, customer satisfaction standards, marketing and branding, facility standards and signage, personnel, changes in management, change in control and monthly financial reporting.

Most of our U.S. dealerships’ franchise agreements continue indefinitely and those with finite terms are renewed or superseded by a new agreement. In the U.K., many of our agreements have two-year rolling terms. Each of our franchise agreements may be terminated or not renewed by the manufacturer for a variety of reasons, including network consolidation efforts, unapproved changes of ownership or management and performance deficiencies in such areas as sales volume, sales effectiveness and customer satisfaction. In most cases, manufacturers have renewed the franchises upon expiration so long as the dealership is in compliance with the terms of the agreement. We diligently work with our manufacturers to address any performance issues.

Our dealership service departments perform vehicle repairs and service for customers under manufacturer warranties. We are reimbursed for those repairs and service by the manufacturer. Some manufacturers offer rebates to new vehicle customers, which we are required, under specific program rules, to adequately document, support and collect. In addition, some manufacturers provide us with incentives to order and/or sell certain models and/or volumes of inventory over designated periods of time. Under the terms of our dealership franchise agreements, the respective manufacturers are able to perform warranty, incentive and rebate audits and charge us back for unsupported or non-qualifying warranty repairs, rebates or incentives.

In addition to the individual dealership franchise agreements discussed above, we have entered into framework agreements in the U.S. with most major vehicle manufacturers and distributors. These agreements impose a number of restrictions on our operations, including our ability to make acquisitions and obtain financing, and on our management. These agreements also contain change of control provisions related to the ownership of our common stock. For a discussion of these restrictions and the risks related to our relationships with vehicle manufacturers, please refer to Item 1A. Risk Factors.

Governmental Regulations

Automotive and Other Laws and Regulations

We operate in a highly regulated industry. A number of laws and regulations applicable to automotive companies affect our business and conduct, including, but not limited to our sales, operations, financing, insurance, advertising and employment practices. These laws and regulations include state franchise laws and regulations, consumer protection laws and other extensive laws and regulations applicable to new and used motor vehicle dealers. Additionally, in every jurisdiction in which we operate, we must obtain various permits and licenses in order to conduct our business.

In general, the U.S. jurisdictions in which we operate have automotive dealership franchise laws, which generally provide that it is unlawful for a manufacturer or distributor to terminate or not renew a franchise unless “good cause” exists. As a result, it generally is difficult, outside of bankruptcy, for a manufacturer or distributor to terminate, or not renew, a franchise under these laws, which were designed to protect dealers.

The U.K. generally does not have automotive dealership franchise laws and, as a result, our U.K. dealerships operate without these types of specific protections. However, similar protections may be available as a matter of general U.K. contractual law. In addition, our U.K. dealerships are subject to U.K. antitrust rules prohibiting certain restrictions on the sale of new vehicles and spare parts and on the provision of repairs and maintenance. For instance, authorized dealers are generally able to, subject to manufacturer facility requirements, relocate or add additional facilities, offer multiple brands in the same facility, allow the operation of service facilities independent of new car sales facilities and ease restrictions on cross supplies (including on transfers of dealerships) between existing authorized dealers within the network. However, under the U.K. Motor Vehicle Block Exemption Order 2023 (applicable until May 31, 2029), certain restrictions on dealerships are permissible in franchise agreements provided the agreements satisfy applicable conditions under U.K. competition law and do not contain prohibited restrictions, including, for example, restrictions relating to resale pricing, territorial or customer sales limitations, or access to the automotive aftermarket.

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In the U.K., the FCA regulates financial services firms and financial markets, including our activities in acting as broker for the financing of vehicle sales. In January 2024, the FCA announced that it planned to undertake a formal review into the historic use of discretionary commission arrangements (“DCAs”) amid concerns that the practice of linking brokers’ commissions to the interest rate charged to customers may have been unfair to customers, resulting in customers paying too much for their car loans.

Additionally in the U.K., on October 25, 2024, the U.K. Court of Appeal issued a judgment in the three joint appeals for Johnson v Firstrand Bank Ltd, Wrench v Firstrand Bank Ltd and Hopcraft v Close Brothers Ltd (collectively, the “COA litigation”), finding that the claimants in those cases were entitled to be paid a sum equivalent to the undisclosed commission paid by their lenders to the dealerships from which they acquired their cars, plus interest. Underlying the Court’s judgment were the findings that, among other things, brokers owe fiduciary and/or disinterested duties to customers, which, among other things, require disclosure to the customer of the rate and amount of the commission paid and the basis for its calculation. As a result, the failure to provide such full commission disclosure effectively results in the failure to obtain a customer’s fully informed consent to the payment of commission. The judgment also appears to extend beyond DCAs to address all commission disclosures generally. Finally, the U.K. Court of Appeal held where there is a failure to disclose, lenders and dealerships who act as brokers are jointly and severally liable for the repayment of the commission.

After the U.K. Court of Appeal denied an initial application for permission to appeal, the motor finance dealers involved requested, and were granted permission, to appeal the decision directly to the Supreme Court of the United Kingdom. On August 1, 2025, the Supreme Court of the United Kingdom issued its judgment in the COA litigation. The Supreme Court of the United Kingdom ruled that dealers do not generally owe fiduciary duties but confirmed that, in some cases, commission arrangements that were not properly disclosed to customers could be treated as creating an unfair relationship under the Consumer Credit Act. On August 3, 2025, the FCA announced it will consult in October 2025 on a possible industry-wide redress scheme for affected consumers. On October 7, 2025, following the Supreme Court’s judgment, the FCA published Consultation Paper CP25/27 proposing an industry-wide redress scheme for motor finance customers who may have been treated unfairly due to inadequate disclosure of commission arrangements. Under the FCA’s proposed redress scheme, lenders would bear primary responsibility for delivering the proposed scheme including, identifying affected customers, assessing potential liability and administering and paying redress. The FCA has indicated that brokers will be required to support lenders by providing relevant documentation and information necessary for lenders to implement the scheme. The consultation closed on December 12, 2025, with final rules expected in early 2026, after which firms will be required to begin implementing the scheme. The FCA has indicated that compensation payments to eligible customers are expected to begin during 2026, and it has extended the pause on complaint-handling for most motor finance complaints until May 31, 2026. Therefore, at this stage, the final scope, timelines and operational expectations remain subject to the FCA’s final rules. Finally, the FCA has noted that whilst lenders will be responsible for compensation payments, brokers may still face contractual recourse obligations from lenders where such arrangements apply.

Data Privacy

We are subject to numerous laws and regulations designed to protect the information of clients, customers, employees and other third parties that we collect and maintain. Some of the more significant regulations that we are required to comply with include the U.K.’s General Data Protection Regulation (“U.K. GDPR”), the California Consumer Privacy Act, as amended and enhanced effective January 1, 2023 by the California Privacy Rights Act (as so amended, the “CCPA”), and the Federal Trade Commission (“FTC”) Safeguards Rule. These regulations provide for various data protection requirements related to protection of customer’s PII, notice requirements related to data breaches and obligations to inform a consumer, at or before collection, of the purpose and intended use of the collection and to delete a consumer’s personal information upon request. If an organization violates the U.K. GDPR, the organization can be fined up to 4% of annual global turnover or 20 million euros, whichever is greater. The CCPA allows the California Attorney General to bring actions against non-compliant businesses with fines of $2,500 per violation or, if intentional, up to $7,500 per violation and permits a private right of action for certain violations of laws. The FTC Safeguards Rule contains procedural, technical and personnel requirements that financial institutions, including dealers, must satisfy to meet their information security obligations.

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Environmental and Occupational Health and Safety Laws and Regulations

Our business activities in the U.S. and the U.K. are subject to stringent federal, state and local laws, regulations and other controls governing specific health and safety criteria to address worker protection, the release of materials into the environment or otherwise relating to environmental protection. Our operations involve the use, handling and storage of materials such as motor oil and filters, transmission fluids, antifreeze, refrigerants, paints, thinners, batteries, cleaning products, lubricants, degreasing agents, tires and fuel. We contract for recycling and/or disposal of used fluids, filters and other waste materials generated by our operations.

These laws, regulations and controls may impose numerous obligations on our operations including the acquisition of permits to conduct regulated activities, the imposition of restrictions on where or how to manage or dispose of used products and wastes, the incurring of capital expenditures to limit or prevent releases of such material and the imposition of substantial liabilities for pollution resulting from our operations or attributable to former operations. For example, in the U.S., most of our dealerships utilize storage tanks that are subject to testing, containment, upgrading and removal regulations under the federal Resource Conservation and Recovery Act, analogous state statutes and their implementing regulations. Failure to comply with these laws, regulations and permits may result in the assessment of sanctions, including administrative, civil and criminal penalties, the imposition of investigatory, remedial and corrective action obligations or increase of capital expenditures, restrictions, delays and cancellations in permitting or in the performance or expansion of projects and the issuance of injunctions limiting or preventing some or all of our operations in affected areas. Additionally, certain environmental laws may result in imposition of strict joint and several liability, which could cause us to become liable as a result of our conduct that was lawful at the time it occurred or the conduct of, or conditions caused by, prior operators or other third parties. For instance, an accidental release from one of our oil or fuel storage tanks could subject us to substantial liabilities arising from environmental cleanup and restoration costs, claims made by neighboring landowners and other third parties for personal injury and property damage and fines or penalties for related violations of environmental laws or regulations.

Properties that we now or have in the past owned or leased in the U.S. are subject to the federal Comprehensive Environmental Response, Compensation and Liability Act and similar state statutes. These statutes can impose strict joint and several liability for cleanup costs on those that are considered to have contributed to the release of a hazardous substance, including for historic spills that occurred prior to our ownership of our properties even if we did not know of, or did not cause the release of such hazardous substances. We also are subject to the Clean Water Act, analogous state statutes, and their implementing regulations which, among other things, prohibit discharges of pollutants into regulated waters, require containment of potential discharges of oil or hazardous substances and require preparation of spill contingency plans. Air emissions from some of our operations, such as vehicle painting, may be subject to the federal Clean Air Act and analogous laws. Laws and regulations protecting the environment are complex and generally become more stringent over time, which may result in increased costs for future environmental compliance and remediation. Comparable laws and regulations have been enacted in the U.K. Certain health and safety standards promulgated by the Occupational Safety and Health Administration of the U.S. Department of Labor and related state agencies also apply to our operations.

In recent years, the threat of climate change has attracted considerable attention in the U.S., U.K. and elsewhere globally. As a result, numerous proposals have been made at the international, national and state levels of government, in locations affecting our business, to monitor and limit existing emissions of GHGs, as well as to restrict or eliminate such future emissions. At the international level, the United Nations-sponsored Paris Agreement is a non-binding agreement for nations to limit their GHG emissions through individually determined reduction goals every five years after 2020, by calling for various countries to phase out fossil fuels and subsidies related to the same, though none have been legally binding. Although the U.S. is not currently a party to the Paris Agreement, the U.K. is committed to the Paris Agreement and has announced a ban on the sale of new gasoline and diesel cars after 2030, with all new cars and vans required to be fully zero-emission by 2035. However, proposals have since been made to rescind or dramatically scale back the U.K. ban. Similar planned bans have been announced in states such as California, New Mexico, Massachusetts and New York.

Additional regulation of GHG emissions could increase the cost of the vehicles sold to us. Government bans or restrictions on certain vehicle types could impact the mix of vehicles that we offer for sale. Consumer concerns regarding climate change could also alter consumer preferences and adversely affect our ability to market and sell vehicles. These developments could increase our costs of operation as well as reduce our volume of business. The full impact of these actions is uncertain at this time, though these international agreements have the potential to result in increased pressure from financial institutions and other stakeholders to eliminate or reduce fossil fuel use and GHG emissions related to the same.

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Gas and diesel-powered automobiles are a source of GHG emissions and in the recent past, the U.S. Environmental Protection Agency (“EPA”), together with the National Highway Traffic Safety Administration (“NHTSA”), implemented GHG emissions limits on vehicles manufactured for operation in the U.S. Vehicle manufacturers in the U.S. are subject to regulations by the EPA and the NHTSA that establish corporate average fuel economy (“CAFE”) standards applicable to light-duty vehicles. In March 2024, the EPA finalized standards for light and medium-duty vehicles, including passenger cars, vans, pickups, sedans and sport utility vehicles for model years 2027 through 2032 and beyond. The final rule sets new, strict standards intended to reduce air pollutant emissions, including GHG emissions. Although the new standards are subject to legal challenge, the litigation is being held in abeyance while the agencies consider new standards. In January 2025, NHTSA announced it would review and reconsider all existing fuel economy standards applicable to motor vehicles produced from 2022 forward, including the CAFE standards. To guide the agency’s rulemaking process for the replacement standards, NHTSA issued an interpretative rule in June 2025 that set forth the agency’s interpretation of the factors the agency is prohibited by law from considering when setting maximum feasible fuel economy standards. NHTSA’s interpretative rule was subject to multiple legal challenges, though the litigation is currently being held in abeyance. In December 2025, NHTSA published a proposed rule to amend the CAFE standards for light-duty vehicles for model years 2022 to 2031. The proposed rule rolls back future model year fuel economy targets, reduces annual increases and removes the consideration of the availability of alternative fuel technology, including EVs, from the fuel economy targets. Medium- and heavy-duty standards remain under consideration. The substance and timing of updated final CAFE standards are uncertain. Additionally, EPA has proposed rescinding the GHG “Endangerment Finding,” which underpins the majority of the EPA’s GHG regulations, and the federal CAFE standards. We cannot predict whether such efforts will ultimately be successful.

California and other states have indicated they would pursue more stringent CAFE and GHG standards than required by current EPA and NHTSA standards. For example, in 2022, California issued its Advanced Clean Car II regulations, which set stricter emissions standards for light duty vehicles and mandated a transition to EVs by model year 2035. In December 2024, the EPA granted the California Air Resources Board a waiver under the Clean Air Act to implement and enforce the regulations. However, in June 2025, President Donald Trump signed three Congressional Review Act resolutions disapproving California’s Clean Air Act preemption waivers. This action was subsequently challenged by California and ten other states, and the legal challenges remain ongoing. We cannot predict whether such efforts will ultimately be successful.

Comparable laws and regulations have been enacted in the U.K., including updated standards for cars, vans and heavy-duty trucks for upcoming model years. Our OEMs require lead time to prepare new vehicle models and more stringent regulations could result in increased costs and time constraints or result in our OEMs deciding to increase production targets of EVs in anticipation of such regulations. These developments could also significantly increase our costs of operation as well as reduce our volume of business. For additional information, see Item 1A. Risk Factors.

President Donald Trump issued a series of executive orders since taking office in January 2025, including executive orders impacting environmental regulations. Further, the Trump Administration has taken steps to repeal or otherwise modify certain existing environmental regulations. We cannot predict whether or not these regulatory repeals will ultimately be successful or if future administrations may seek to restore such regulations. Refer to Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations — Recent Events, for additional information regarding these executive orders and regulatory changes.

Insurance and Bonding

Our operations expose us to the risk of various liabilities, including:

•claims by employees, customers or other third parties for personal injury, property damage or other matters;

•natural disasters, such as hail, flood, tornadoes, hurricanes and wildfires;

•cybersecurity incidents or information technology system failures resulting in business interruption, data loss, or other adverse impacts; and

•potential fines and civil and criminal penalties resulting from alleged violations of federal and state laws, regulatory requirements and other local laws in the jurisdictions in which we operate.

The automotive retailing business is also subject to substantial risk of real and personal property loss as a result of significant concentration of real and personal property values at dealership locations. Under self-insurance programs, we retain various levels of risk associated with aggregate loss limits and per claim deductibles. In certain cases, we insure costs in excess of our retained risk under various contracts with third-party insurance carriers. Although we believe our insurance coverage is adequate, we cannot be assured that we will not be exposed to uninsured losses that could have a material adverse effect on our business, results of operations and financial condition. We are also subject to potential premium cost fluctuations and changes in loss retention limits with the annual renewal of these programs.

For further discussion, refer to Item 1A. Risk Factors.

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Human Capital Management

Our human capital strategy is focused on attracting, developing, motivating and retaining top talent that will drive our success, enabling us to deliver market-leading business results. We strive to solidify Group 1 as the preferred employer of choice in automotive retail. We also believe that our workforce should be representative of the communities we serve. We foster a workplace culture around our core values of integrity, transparency, professionalism, teamwork and respect.

As of December 31, 2025, we had 20,452 employees (full-time, part-time and temporary), of which 13,563 were employed in the U.S. and 6,889 in the U.K.

Employee Engagement

Employee engagement is key to driving long-term business success and supporting our way towards becoming a truly customer-centric organization, which drives value for our investors. The annual Group 1 “Your Voice Matters” Engagement Survey has become our primary employee listening platform for gathering feedback and promoting a performance-based culture. That feedback provides us with valuable insight into employees’ perception of workplace culture and progress on our corporate mission. The results inform our overall human capital management methods and other growth strategies.

We maintain programs that offer safety and health and wellness initiatives. We provide competitive pay and employee benefits, routinely benchmarking ourselves against peers and the broader industry.

Training and Development

We routinely create and offer department or job-specific training, professional development opportunities and leadership development training to meet employees’ needs. Employees have opportunities for various certification levels based on training completed and tenure. We have also developed a management training program and a technician training program to attract talent to the automotive industry. In addition to providing career growth pathways for employees, annually our Board of Directors reviews management’s succession planning for key positions throughout the organization.

Seasonality

Our operating results are generally subject to seasonal variations, as well as changes in the economic environment. In the U.S., we generally experience higher volumes of vehicle sales and service in the second and third calendar quarters of each year. In addition, in some regions of the U.S., vehicle purchases decline during the winter months due to inclement weather. In the U.K., the first and third quarters tend to be stronger, driven by the vehicle license plate change months of March and September. Other factors unrelated to seasonality, such as changes in economic conditions, manufacturer incentive programs, supply issues, seasonal weather events and/or changes in foreign currency exchange rates may exaggerate seasonal or cause counter-seasonal fluctuations in our revenues and operating income.

Internet Website and Availability of Public Filings

Our internet address is www.group1corp.com. We make the following information available free of charge on our website:

•Annual Report on Form 10-K;

•Quarterly Reports on Form 10-Q;

•Current Reports on Form 8-K;

•Amendments to the reports filed or furnished electronically with the SEC pursuant to Section 13(a) or 15(d) of the Exchange Act;

•Our Corporate Governance Guidelines;

•The charters for our Audit, Compensation & Human Resources, Finance/Risk Management and Governance & Corporate Responsibility Committees;

•Our Code of Conduct for Directors, Officers and Employees (“Code of Conduct”);

•Our Code of Ethics for our Chief Executive Officer, Chief Financial Officer and Controller (“Code of Ethics”); and

•Our Corporate Responsibility Report.

Within the time period required by the SEC and the New York Stock Exchange, as applicable, we will post on our website any modifications to the Code of Conduct and Code of Ethics and any waivers applicable to senior officers as defined in the Code of Conduct or Code of Ethics, as applicable, as required by the Sarbanes-Oxley Act of 2002. We make our filings with the SEC available on our website as soon as reasonably practicable after we electronically file such material with, or furnish such material to, the SEC. The SEC also maintains a website at https://www.sec.gov that contains reports, proxy and information statements and other information regarding our company that we file and furnish electronically with the SEC.

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References to the Company’s website in this Form 10-K are provided as a convenience and do not constitute, and should not be deemed, an incorporation by reference of the information contained on, or available through, the website, and such information should not be considered part of this Form 10-K.