What changed in this filing

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Item 1. Business

2026-02-13 compared with 2025-02-14 · 90 added, 126 removed, 196 unchanged (52% of the section changed)

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and 109 dealerships and 11 collision centers in the U.K.

Discontinued Operations

Discontinued operations within the Consolidated Statements of Operations consists of activity associated with our Brazil operations, which were disposed of during the year ended December 31, 2022.

Refer to Note 4.

Discontinued Operations and Other Divestitures within the Notes to Consolidated Financial Statements for additional information regarding business dispositions.

Unless otherwise specified, disclosures in this Form 10-K reflect continuing operations only.

Dealership Operations

Our new vehicle revenues include new vehicle sales and lease transactions, completed at our dealerships or via our digital platform, AcceleRide®.

We sell retail used vehicles directly to our customers at our dealerships and via AcceleRide® and wholesale our used vehicles at third-party auctions.

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.

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New vehicle unit sales geographic mix (%) Franchises

Region Geographic Market

Geographic Market

Texas 31.6 % 65

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Florida 3.1 % 7

South Carolina 2.4 % 6

New Mexico 2.3 % 7

New Hampshire 2.1 % 5

South Carolina 2.1 % 6

New Jersey 1.5 % 3

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Kansas 1.0 % 3

New York 0.8 % 2

Mississippi 0.4 % 1

New York 0.2 % 1

Alabama 0.2 % 1

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Business Strategy

Our business strategy is built on our commitment to maximize the return on investment for our stockholders.

We intend to execute our business strategy through three interrelated pillars:

• Local Scale;

• Full Rooftop Potential.

Allocating our shareholders’ capital in support of maximizing our return on investment is our highest priority.

When evaluating an acquisition, we run disciplined valuation models, with expectations based on our experience, incorporating growth and investment.

We then compare the projected acquisition return to the expected return of repurchasing shares of our common stock, repaying debt, or using the capital for other uses.

In 2024, we completed the acquisition of Inchcape Retail automotive operations (“Inchcape Retail”) in the U.K., consisting of 54 dealership locations, certain real estate and three collision centers (the “Inchcape Acquisition”).

The Inchcape Acquisition approximately doubled our portfolio across the U.K.

Consistent with our acquisition activity completed in 2022 through 2024, we intend to pursue opportunities in growth-positioned markets that are economically accretive to our existing markets.

Our focus is on brand, geographic fit, and large dealership operations and/or dealership clusters that will provide attractive returns to our portfolio.

Acquisitions completed within our existing markets or large dealership groups allow us to capitalize on economies of scale and provide for cost saving opportunities in key expense areas such as used vehicle sourcing, advertising, purchasing, data processing and personnel utilization.

In addition to cost savings opportunities, scale enables us to make the EV, facility, compliance, real estate, personnel development and training, and technology investments necessary to thrive in today’s retail automotive industry.

Acquisition success depends upon our relationship with our OEM partners.

We work closely with our OEMs and regularly communicate with them regarding material sourcing, marketing, recalls, safety and other factors that influence our business relationship and the customer experience.

We seek to perform well in the markets in which we operate, generally meeting or exceeding OEM metrics on market share and customer retention.

Each OEM has acquisition eligibility criteria and our ability to meet these criteria across multiple brands provides an advantage to executing a growth strategy.

We believe we can buy nearly any brand, so we can be selective with our acquisition target criteria.

We believe we have access to a broader selection of assets and asset groups, some of which require the significant capital investment our scale allows, given our ability to operate successfully across multiple brand partners.

In addition to expanding our portfolio through acquisitions, from time to time, we make decisions to optimize our portfolio by disposing of certain assets or operations.

In some instances, we dispose of underperforming dealerships which do not meet our return objectives.

We may also dispose of certain dealerships in order to complete strategic acquisition opportunities.

Specifically, we may dispose of a less significant dealership to allow us to acquire a more substantial dealership within the same or another geographic area based on the ownership limitations imposed in our franchise agreements.

Refer to Note 3.

Acquisitions and Note 4.

Discontinued Operations and Other Divestitures within the Notes to Consolidated Financial Statements, for additional information regarding our acquisitions and dispositions.

We believe capturing opportunities from building local scale will provide us a competitive advantage and leverage through greater market representation and facilitate an improved customer experience.

With our expansive portfolio of brands and service capabilities across significant geographical areas, we believe we can service the needs of our customers’ full families and friends.

Using local scale, we will leverage our marketing prowess to drive business within our dealership clusters, while providing our customers a unique value proposition.

We are growing and developing our retail talent internally by creating retail training academies within cluster markets.

Our training is focused on creating consistent customer experiences across our rooftops.

In addition to the enhancement of customer experience, local scale also allows us to reimagine how we handle our used vehicle inventory, including reconditioning and vehicle positioning.

We are focused on reducing the cost and increasing throughput efficiency of our vehicle reconditioning operations, by establishing a more consistent approach to reconditioning.

Lower costs drive higher shareholder returns and faster reconditioning gives our staff back a valuable resource, time, which can be spent improving customer retention through more customer interaction.

Our business relies upon maximizing positive customer interactions to drive repeat and referral sales and service business.

Disciplined inventory positioning, using our dealership clusters to best position used vehicles, allows us to drive the highest value.

Full Rooftop Potential

We seek to optimize our operations at each of our rooftops including leveraging our dealership’s full potential and local scale advantage to improve operational efficiency.

This includes focusing on operational excellence at each dealership and other facilities, including, but not limited to, standardization of key common processes and taking advantage of shareable business resources.

We believe our operations optimization efforts will provide a strategic advantage by structurally lowering our operating costs.

As innovative tools become available, we seek to quickly adopt those that provide a mutual benefit to our customers and Group 1.

We want to replicate and grow our best practices across rooftops.

Our scale amplifies the impact of replicating best practices and best practices lead to additional value extraction from existing stores and acquisition opportunities, which we believe to be a competitive advantage.

We are prioritizing five areas for development in 2025.

We are piloting programs that enhance the in-store and online F&I experience, allowing our customers to shop how they want, when they want, while improving the speed of service within our dealerships.

In addition, we believe we can extract further value from our top F&I performers by better managing their customer workflow, coupled with the assistance of virtual-based technology enhancements.

We believe our scale provides us an advantage in the form of leverage to further improve our dealership costs.

We continue to negotiate discounts, service level improvements and preferential pricing from suppliers to our dealerships through providers who can service multiple locations across more than one geographic market.

We also routinely evaluate dealership processes with the purpose of identifying best practices which can be shared amongst our dealership operations.

Used Vehicle Purchasing and Transfers

Used vehicle profits are dependent on sourcing and our ability to fairly value the purchases we make.

We have invested heavily in the technologies and processes we use to value used vehicle inventory.

We have partnered with service providers to enable us to generate the most competitive market pricing available, across our dealership network.

We sell multiple brands in most markets in which we operate through our franchised dealer network.

We have thousands of customers enter our stores daily.

We have invested in the people and processes at many of our stores to enable used vehicle sourcing directly from the service drive.

As a result, we are able to offer many of our customers a value for their car at every service visit, leading to significant organic sourcing.

We are perfecting these best practices for replication across our dealerships.

In addition to sourcing, we have the ability to leverage our clusters of dealerships to sell our vehicles in the most advantageous location.

We have developed disciplined processes to control the movement of our used vehicle inventory in order to maximize the selling price and throughput within our market clusters.

Customer Experience Center

We utilize central customer service centers to support our dealerships.

We are investing in and developing new ways to support our customers and their dealership experience.

We know that customers have challenges connecting with dealership personnel which is why we have developed processes to enable our centralized customer service centers to better assist our customers with their in-store needs.

Whether that be vehicle service status or the availability of advertised vehicles, we believe our centralized customer service centers can further assist customers, improving the customer experience, if they are provided with the necessary tools and data.

Talent Management, Succession Planning and Workforce Evolution

To help our workforce feel heard and supported, we solicit employee feedback through multiple channels.

We leverage our intracompany communication platform to bring our teams together digitally and provide our leadership team with the ability to interact in more frequent, engaging and direct communication with our employees.

Our management team routinely visits our stores, meeting with and soliciting feedback from employees at all levels.

The results of the annual engagement survey and employee discussions inform our overall human capital management methods and other growth strategies.

In addition to providing career growth pathways for employees, our Board of Directors annually reviews management’s succession planning for key positions throughout the organization.

We routinely provide leadership training to key management personnel at varying levels within the organization in support of our employees.

This training is designed to benefit the individual receiving the training as well as the workforce managed by those managers.

We are focused on attracting, developing, mentoring and retaining top talent.

We routinely create and offer department or job-specific training and professional development opportunities to meet employees’ needs.

Investments in our facilities and planned investments provide our employees working environments to meet their needs and the needs of the future.

In addition to our broader workforce, we are focused on retaining and hiring technicians.

We believe we have sufficient facility capacity to support these technicians and do not view stall count as a limiter in growing our technician staffing.

We have several stores where our technician headcount exceeds the stall count.

Our scheduling methods and offering of a four day work week in many of our U.S.

shops allow us to maximize our stall and technician utilization.

Our technicians benefit from ongoing initiatives to provide air conditioning in shops with more difficult weather conditions, Group 1 training academies to support career growth and development and competitive wages and benefits.

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.

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.

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.

The automotive retail industry is highly competitive across all our service lines.

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We believe the principal competitive factors in the automotive retailing industry are location, service, price, selection, online capabilities, established customer relationships and reputation.

New Vehicles Sales

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.

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Certain of our vehicle manufacturers in the U.K.

recently transitioned to an agency model for selling new vehicles.

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.

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Our collision centers compete with other large, multi-location companies, as well as local, independent, collision service operations.

We believe the principal competitive factors in the F&I business are convenience, interest rates, product availability and affordability, product knowledge, flexibility in contract length and ease of consumer understanding.

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.

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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 certain conditions are met.

In the U.K., the Financial Conduct Authority (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 (“DCA”s) 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.

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.

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 are 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.

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.

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Finally, the U.K.

Court of Appeal held where there is a failure to disclose, lenders and dealerships who acted as brokers are jointly and severally liable for the repayment of the commission.

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.

The Supreme Court of the United Kingdom is scheduled to hear the appeal on April 1 – 3, 2025.

The final outcomes of the FCA’s DCA review and the COA litigation, including the appeal thereof to the Supreme Court of the United Kingdom, are uncertain.

Any judicial outcome or regulatory redress scheme, which ultimately results in a wider legal or regulatory requirement to refund historical commissions paid to us, could materially and adversely affect our U.K.

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.

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”) and, 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.

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.

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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 joint and several strict 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 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.

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 and 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.

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.

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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 greenhouse gas (“GHG”), as well as to restrict or eliminate such future emissions.

In December 2023, the United Arab Emirates hosted the 28th session of the Conference of the Parties where parties signed onto an agreement to transition “away from fossil fuels in energy systems in a just, orderly and equitable manner” and increase renewable energy capacity so as to achieve net zero by 2050, although no detailed timeline for doing so was set.

Subsequent conferences have sought to build on the Paris Agreement, a United Nations-sponsored, 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.

President Donald Trump issued a series of executive orders since taking office in January 2025, including an executive order withdrawing from the Paris Agreement.

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.

is committed to the Paris Agreement, and announced that it plans to ban sales of new gasoline and diesel-powered vehicles after 2035.

Similar planned bans have been announced in California, New Mexico, Massachusetts and New York.

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.

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.

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are subject to regulations by the EPA and the NHTSA that establish corporate average fuel economy (“CAFE”) standards applicable to light-duty vehicles.

These agencies have finalized more stringent standards for both heavy-duty and light-duty vehicles and for increased fuel economy for vehicles in upcoming model years.

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.

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Risk Factors.

On March 20, 2024, the EPA finalized new emissions 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;

however, the new standards are now subject to legal challenge.

The EPA projects the final rule will accelerate the transition to, and availability of, clean vehicle technologies, including hybrid EVs and plug-in hybrid EVs.

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.

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 or property damage;

• 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;

• 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.

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Employee Engagement

E mployee 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.

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.

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Internet Website and Availability of Public Filings

Our internet address is www.group1auto.com .

Our internet address is www.group1corp.com .

We make the following information available free of charge on our website:

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

• Our Sustainability Report.

• 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 http://sec.gov that contains reports, proxy and information statements, and other information regarding our company that we file and furnish electronically with 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.

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.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business