8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): March 25, 2024

Group 1 Automotive, Inc.

(Exact name of Registrant as specified in its charter)

800 Gessner, Suite 500

Houston, Texas 77024

(Address of principal executive offices, including zip code)

Registrant's telephone number, including area code (713) 647-5700

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | | --- | --- || ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | | --- | --- || ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 40.14d-2(b)) | | --- | --- || ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | | --- | --- || Securities registered pursuant to Section 12(b) of the Act: | | | | --- | --- | --- | | Title of each class | Ticker symbol(s) | Name of exchange on which registered | | Common stock, par value $0.01 per share | GPI | New York Stock Exchange |

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if that registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 1.01     Entry into a Material Definitive Agreement.

As previously disclosed in a Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission, on December 11, 2023, GPI TX-G, Inc., GPI TX-GII, Inc. and GPI TX-GIII, Inc., each a subsidiary of Group 1 Automotive, Inc. (the “Company”), entered into a master loan agreement effective December 8, 2023 (the “GM Floorplan Facility”) with AmeriCredit Financial Services, Inc., doing business as GM Financial, providing a discretionary floorplan credit facility for new motor vehicles, demonstrator vehicles and courtesy vehicles manufactured by divisions of General Motors Corporation (“GM”).

Effective March 25, 2024, twelve additional subsidiaries of the Company, BOB HOWARD AUTOMOTIVE-EAST, INC., BOB HOWARD CHEVROLET, INC., GPI FL-G, LLC, GPI GA-CGM, LLC, GPI MA-GM, INC., GPI NY-GMII, LLC, GPI TX-EPGM, INC., GPI TX-HGMII, INC., GPI TX-HGMIV, INC., HOWARD-GM, INC., LUBBOCK MOTORS-GM, INC. and MAXWELL-GMII, INC., entered into an Additional Borrower Addendum to Master Loan Agreement (the “Addendum”) joining the GM Floorplan Facility as additional borrowers and increasing the maximum amount of floorplan financing indebtedness that may be incurred under the GM Floorplan Facility from $84.5 million to $338.1 million.

The description of the Addendum set forth above does not purport to be complete and is qualified in its entirety by reference to the provisions of the Addendum, which is filed hereto as Exhibit 10.1 and is incorporated herein by reference.

Item 2.03     Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information provided in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 9.01    Financial Statements and Exhibits.

(d) Exhibits.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Document

Exhibit 10.1

This Additional Borrower Addendum to Master Loan Agreement (“Addendum”) is made and entered into effective as of the above date. Additional Borrower agrees as follows:

1.Additional Borrower hereby agrees to be fully bound and obligated as an original obligor under, and shall constitute a “Borrower” for all purposes of, that certain Master Loan Agreement dated December 8, 2023, as amended (the “Agreement”) and all Related Documents by and between the Borrower(s) named therein (and all other Additional Borrowers thereunder) and Lender.

2.Additional Borrower acknowledges, agrees and represents that Lender has made no representations to Additional Borrower which induced Additional Borrower to execute this Addendum, and Additional Borrower has not relied on any information obtained from Lender in making Additional Borrower’s decision to execute this Addendum. Additional Borrower further represents and agrees that Lender has no obligation to make any representations or provide any information to Additional Borrower with regard to Borrower, and that Additional Borrower has

performed its own due diligence with regard to Borrower, and has executed this Addendum because it is in the best interest of Borrower and Additional Borrower for Additional Borrower to do so, and that the execution of this Addendum, in fact, benefits Additional Borrower.

3.All terms not otherwise defined in this Addendum have the meanings provided in the Agreement. In this Addendum, singular words include the plural, and plural words include the singular.

4.This Addendum supplements and forms a part of the Agreement, and Additional Borrower’s signature to this Addendum shall fully evidence Additional Borrower’s agreement and consent to be bound and obligated under the Agreement and all Related Documents.

ADDITIONAL BORROWER CERTIFIES THAT: (1) IT HAS AGREED TO BE SUBJECT TO THE AGREEMENT AND EACH RELATED DOCUMENT AS ITS OWN FREE ACT AND DEED, WITHOUT DURESS OR COERCION; (2) IT HAS CONSULTED WITH AN ATTORNEY, OR HAD THE OPPORTUNITY TO DO SO; (3) IT HAS CAREFULLY READ THIS ADDENDUM, THE AGREEMENT AND EACH RELATED DOCUMENT, AND AGREED TO ALL OF THEIR TERMS AS WRITTEN; (4) IT HAS KNOWINGLY CONSENTED TO ALL WAIVERS, INCLUDING BUT NOT LIMITED TO, THE WAIVER OF JURY TRIAL; AND (5) NEITHER LENDER NOR ANYONE CONNECTED WITH LENDER HAS MADE ANY STATEMENT OR PROMISE THAT MAY CONTRADICT IN ANY WAY WHAT IS WRITTEN IN THE AGREEMENT OR IN ANY RELATED DOCUMENT.

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Exhibit 10.1

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Exhibit 10.1

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Exhibit 10.1

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Exhibit 10.1

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