8-K - GPI - Equibles

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): August 11, 2025

Group 1 Automotive, Inc.

(Exact name of Registrant as specified in its charter)

Delaware	1-13461	76-0506313
(State or other jurisdiction of<br>incorporation or organization)	(Commission<br>File Number)	(I.R.S. Employer<br>Identification No.)

730 Town and Country Blvd, 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 (see General Instructions A.2. below):

| ☐ | 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 the 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 8.01 Other Events.

On August 11, 2025, Group 1 Automotive, Inc., a Delaware corporation (the “Company”), announced the appointment of Melkeya McDuffie as Senior Vice President and Chief Human Resources Officer.

A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

On August 12, 2025, the Company, also announced that its Board of Directors approved a cash dividend of $0.50 per share for the third quarter of 2025, payable on September 16, 2025, to stockholders of record as of September 2, 2025.

In addition, the Company provided an update on its year-to-date share repurchase activity.

A copy of the press release is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Press release of Group 1 Automotive, Inc., dated as of August 11, 2025.
99.2	Press release of Group 1 Automotive, Inc., dated as of August 12, 2025.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

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.

Group 1 Automotive, Inc.
Date:	August 13, 2025	By:	/s/ Gillian A. Hobson
			Name: Gillian A. Hobson
			Title: Senior Vice President

Document

Exhibit 99.1

FOR IMMEDIATE RELEASE

Group 1 Automotive Appoints Melkeya McDuffie as Senior Vice President and Chief Human Resources Officer

•McDuffie Brings Strong HR Leadership Experience in Multi-Location Operations

HOUSTON, TX, August 11, 2025 - Group 1 Automotive, Inc. (NYSE: GPI), a Fortune 250 automotive retailer with 259 dealerships located in the U.S. and U.K., today announced the appointment of Melkeya McDuffie as Senior Vice President and Chief Human Resources Officer, effective Monday, August 11th.

Having served in executive human resources leadership roles for over 20 years across multiple industries and companies, Ms. McDuffie has a proven track record of developing and deploying strategies to attract, enrich and retain the best talent needed to capacitate businesses for sustainable growth and profitability.

“Melkeya shares our vision that developing a strong, people-first culture is the key to building an agile organization that delivers on its business objectives across geographies,” said Group 1 President and CEO Daryl Kenningham. “Her experience building high-performing cultures, combined with her leadership and creativity, will support our focus on operational excellence and help attract colleagues who rethink business as usual. We are excited to welcome her to the team.”

About Melkeya McDuffie

Since 2023, Ms. McDuffie has served as Chief People Officer for Bright Horizons, a global leader in early education, family and workforce solutions with 30,000 employees across the U.S., U.K., the Netherlands, Australia and India. Previously, she served as Executive Vice President, Chief Human Resources Officer for Clean Harbors, the largest environmental and hazardous waste disposal company in North America with 20,000 employees. Prior to this role, Ms. McDuffie was Chief Human Resources Officer at The Wallace Foundation, one of the nation’s leading philanthropic organizations. Earlier in her career, she held a series of talent management positions at Waste Management, advancing from Regional Human Resources Business Partner to Vice President, Human Resources, and later held senior HR roles with Wells Fargo Mortgage, HSBC Finance Corporation and Quest Diagnostics.

Ms. McDuffie received her B.A. in Business and M.B.A. from York St. John University in York, England. She has completed advanced executive programs in global business at Harvard Business School, strategic business leadership at the University of Chicago Booth School of Business and employee relations at Cornell University’s School of Industrial and Labor Relations. She currently serves on the advisory board of Dress for Success Houston and is a Director of Trex Company, the world’s #1 decking brand, where she serves on both the Audit and Compensation Committees.

Throughout her career, Ms. McDuffie has earned numerous accolades, including “Most Powerful and Influential Women” and “Most Powerful Businesswomen in Texas” by the National Diversity Council, “Most Influential Black Women to Follow” by CIO Views and the “HR Superstars” recognition by HRO Today Magazine.

ABOUT GROUP 1 AUTOMOTIVE, INC.

Group 1 owns and operates 259 automotive dealerships, 324 franchises and 39 collision centers in the United States and the United Kingdom that offer 36 brands of automobiles. Through its dealerships and omni-channel platform, the Company sells new and used cars and light trucks; arranges related vehicle financing; sells service and insurance contracts; provides automotive maintenance and repair services; and sells vehicle parts.

Group 1 discloses additional information about the Company, its business, and its results of operations at www.group1corp.com, www.group1auto.com, www.group1collision.com, www.acceleride.com, and www.facebook.com/group1auto.

SOURCE: Group 1 Automotive, Inc.

Media Contact:

Kimberly Barta

Head of Marketing and Communications

Group 1 Automotive, Inc.

503-539-0756

kbarta@group1auto.com

Document

Exhibit 99.2

FOR IMMEDIATE RELEASE

Group 1 Automotive Board Declares Quarterly Dividend and the Company Provides Share Repurchase Update

HOUSTON, TX, August 12, 2025 - Group 1 Automotive, Inc. (NYSE: GPI) (“Group 1” or the “Company”), a Fortune 250 automotive retailer with 259 dealerships located in the U.S. and U.K., today announced its board of directors declared a quarterly dividend of $0.50 per share. The dividend is consistent with the Company’s previously announced increase of 6% in its annualized dividend rate from $1.88 per share in 2024 to $2.00 per share in 2025.

The dividend is payable on September 16, 2025 to stockholders of record as of September 2, 2025.

The Company also updated its year-to-date share repurchase activity of 447,373 shares of common stock at an average price of $416.60 for a total of $186 million, which represents approximately 3.4 percent of Group 1's outstanding common shares at January 1, 2025. As of August 12, 2025, the Company had $290 million available under its current share repurchase authorization. Purchases may be made from time to time, based on market conditions, legal requirements, and other corporate considerations, in the open market or in privately negotiated transactions. The Company expects that any repurchase of shares will be funded by cash from operations. Repurchased shares will be held in treasury.

ABOUT GROUP 1 AUTOMOTIVE, INC.

FORWARD-LOOKING STATEMENTS

All statements in this press release related to future, not past, events are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, which are based on our current expectations and assumptions regarding our business, the economy and other future conditions. While management believes that these forward-looking statements are reasonable as and when made, there can be no assurance that future developments affecting us will be those that we anticipate. Any such forward-looking statements are not assurances of future performance and involve risks and uncertainties that may cause actual results to differ materially from those set forth in the statements. For additional information regarding known material factors that could cause our actual results to differ from our projected results, please see our filings with the Securities and Exchange Commission, including our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date hereof. We undertake no obligation to publicly update or revise any forward-looking statements after the date they are made, whether as a result of new information, future events or otherwise.

SOURCE: Group 1 Automotive, Inc.

Investor contacts:

Terry Bratton

Manager, Investor Relations

Group 1 Automotive, Inc.

ir@group1auto.com

Media contacts:

Pete DeLongchamps

Senior Vice President, Financial Services and Manufacturer Relations

Group 1 Automotive, Inc.

pdelongchamps@group1auto.com

Kimberly Barta

Head of Marketing and Communications

Group 1 Automotive, Inc.

kbarta@group1auto.com

Jude Gorman / Clayton Erwin

Collected Strategies

Group1-CS@collectedstrategies.com