UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☑	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2025

or

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                     to

Commission File Number: 1-13461

Group 1 Automotive, Inc.

(Exact name of registrant as specified in its charter)

Delaware		76-0506313
(State of other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
730 Town and Country Blvd.,	Suite 500	77024
Houston,	TX	(Zip code)
(Address of principal executive offices)

(713) 647-5700

(Registrant’s telephone number, including area code)

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

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 (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.    Yes  þ    No  ¨

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this Chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes  þ    No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	þ	¨	Accelerated filer
Non-accelerated filer	¨	☐	Smaller reporting company
		☐	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. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).   Yes  ☐    No  þ

As of July 18, 2025, the registrant had 12,939,665 shares of common stock outstanding.

Table of Contents

TABLE OF CONTENTS

GLOSSARY OF DEFINITIONS		1
FORWARD-LOOKING STATEMENTS		2
PART I. FINANCIAL INFORMATION		3
Item 1.	Financial Statements	3
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	22
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	45
Item 4.	Controls and Procedures	45
PART II. OTHER INFORMATION		47
Item 1.	Legal Proceedings	47
Item 1A.	Risk Factors	47
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	47
Item 5.	Other Information	48
Item 6.	Exhibits	49
SIGNATURE		50

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GLOSSARY OF DEFINITIONS

The following are abbreviations and definitions of terms used within this report:

Terms	Definitions
AOCI	Accumulated other comprehensive income (loss)
ASU	Accounting Standards Update
EPS	Earnings per share
F&I	Finance, insurance and other
FMCC	Ford Motor Credit Company
GBP	British Pound Sterling (£)
OEM	Original equipment manufacturer
PRU	Per retail unit
SG&A	Selling, general and administrative
SOFR	Secured Overnight Financing Rate
U.K.	United Kingdom
U.S.	United States of America
USD	United States Dollar ($)
U.S. GAAP	Accounting principles generally accepted in the U.S.

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Forward-Looking Statements

Unless the context requires otherwise, references to “we,” “us,” “our” “Group 1” or the “Company” are intended to mean the business and operations of Group 1 Automotive, Inc. and its subsidiaries.

This Quarterly Report on Form 10-Q (this “Form 10-Q”) includes certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (“Exchange Act”). These forward-looking statements include, but are not limited to, statements concerning the Company’s strategy, future operating performance, future liquidity and availability of financing, capital allocation, the completion of future acquisitions and divestitures, as well as the impact of cyberattacks or other privacy/data security incidents, business trends in the retail automotive industry, changes in regulations and potential changes in U.S. and global trade policy, including the imposition by the U.S. of significant tariffs on the import of automobiles and certain materials used in our parts and service operating business and the resulting consequences and the passage of the “One Big Beautiful Bill”, including the associated impact on tax deductions in the domestic car industry and elimination of certain clean energy tax credits, which could impact incentives for electric vehicle production and sales. When used in this Form 10-Q, the words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may” and similar expressions are intended to identify forward-looking statements.

These forward-looking statements are based on the Company’s expectations and beliefs as of the date of this Form 10-Q concerning future developments and their potential effect on the Company. While management believes that these forward-looking statements are reasonable when and as made, there can be no assurance that future developments affecting the Company will be those that are anticipated. The Company’s forward-looking statements involve significant risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements, including, but not limited to, the risks set forth in Item 1A. Risk Factors of this Form 10-Q.

For additional information regarding known material factors that could cause actual results to differ from projected results, refer to Part II, Item 1A. Risk Factors herein, Item 1A. Risk Factors in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 (the “2024 Form 10-K”) and Part II, Item 1A. Risk Factors in the Company’s Quarterly Report on Form 10-Q for the three months ended March 31, 2025, as well as Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations and Quantitative and Qualitative Disclosures About Market Risk of this Form 10-Q.

Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date hereof. The Company undertakes no responsibility and expressly disclaims any duty, to update any such statements, whether as a result of new information, new developments or otherwise, or to publicly release the result of any revision of the forward-looking statements after the date they are made, except to the extent required by law.

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PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

GROUP 1 AUTOMOTIVE, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(In millions, except share data)

	June 30, 2025		December 31, 2024
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	52.7	$	34.4
Contracts-in-transit and vehicle receivables, net	351.3		360.1
Accounts and notes receivable, net	295.6		303.0
Inventories	2,658.2		2,636.8
Prepaid expenses	52.9		67.9
Other current assets	23.0		18.8
Current assets classified as held for sale	—		76.2
TOTAL CURRENT ASSETS	3,433.7		3,497.3
Property and equipment, net of accumulated depreciation of $720.3 and $657.3, respectively	3,051.4		2,856.5
Operating lease assets	324.0		315.3
Goodwill	2,268.8		2,057.9
Intangible franchise rights	1,015.8		948.1
Other long-term assets	136.2		149.1
TOTAL ASSETS	$	10,229.9	$	9,824.2
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Floorplan notes payable — credit facility and other, net of offset account of $321.0 and $286.3, respectively	$	1,191.2	$	1,255.3
Floorplan notes payable — manufacturer affiliates, net of offset account of $— and $2.0, respectively	753.8		766.7
Current maturities of long-term debt	159.3		175.3
Current operating lease liabilities	27.6		25.8
Accounts payable	733.1		738.0
Accrued expenses and other current liabilities	414.4		418.6
Current liabilities classified as held for sale	—		17.1
TOTAL CURRENT LIABILITIES	3,279.3		3,396.8
Long-term debt	3,056.5		2,737.9
Long-term operating lease liabilities	280.0		276.2
Deferred income taxes	332.3		295.8
Other long-term liabilities	145.8		143.3
Commitments and Contingencies (Note 12)
STOCKHOLDERS’ EQUITY:
Common stock, $0.01 par value, 50,000,000 shares authorized; 24,954,226 and 24,989,807 shares issued, respectively	0.2		0.2
Additional paid-in capital	372.0		356.1
Retained earnings	4,377.9		4,122.4
Accumulated other comprehensive income (loss)	54.4		1.6
Treasury stock, at cost; 12,014,561 and 11,711,022 shares, respectively	(1,668.6)		(1,506.2)
TOTAL STOCKHOLDERS’ EQUITY	3,136.0		2,974.3
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	10,229.9	$	9,824.2

See accompanying Notes to Condensed Consolidated Financial Statements (Unaudited)

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GROUP 1 AUTOMOTIVE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(In millions, except per share data)

	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024
REVENUES:
New vehicle retail sales	$	2,735.5	$	2,364.2	$	5,415.4	$	4,546.8
Used vehicle retail sales	1,848.2		1,453.2		3,603.6		2,870.0
Used vehicle wholesale sales	163.8		104.3		315.4		210.3
Parts and service sales	718.4		574.5		1,410.4		1,150.8
Finance, insurance and other, net	237.8		200.1		464.0		389.0
Total revenues	5,703.5		4,696.4		11,208.8		9,166.9
COST OF SALES:
New vehicle retail sales	2,537.1		2,194.1		5,027.4		4,217.2
Used vehicle retail sales	1,751.8		1,372.6		3,413.7		2,707.2
Used vehicle wholesale sales	163.3		105.4		313.3		212.4
Parts and service sales	315.6		257.7		626.7		520.9
Total cost of sales	4,767.8		3,929.8		9,381.1		7,657.7
GROSS PROFIT	935.8		766.5		1,827.7		1,509.1
Selling, general and administrative expenses	646.1		497.2		1,263.4		973.3
Depreciation and amortization expense	28.7		28.2		58.0		52.0
Asset impairments	0.4		—		0.8		—
Restructuring charges	7.6		—		18.7		—
INCOME FROM OPERATIONS	253.0		241.1		486.9		483.8
Floorplan interest expense	26.4		24.7		53.3		45.2
Other interest expense, net	42.7		33.4		82.5		62.7
Other expense (income)	—		0.1		(0.2)		(0.4)
INCOME BEFORE INCOME TAXES	183.9		183.0		351.4		376.3
Provision for income taxes	44.0		45.2		83.8		91.0
Net income from continuing operations	139.8		137.9		267.6		285.3
Net income from discontinued operations	0.7		0.3		1.0		0.8
NET INCOME	$	140.5	$	138.2	$	268.6	$	286.1
BASIC EARNINGS PER SHARE:
Continuing operations	$	10.79	$	10.20	$	20.44	$	21.01
Discontinued operations	0.05		0.02		0.08		0.06
Total	$	10.84	$	10.22	$	20.52	$	21.07
DILUTED EARNINGS PER SHARE:
Continuing operations	$	10.77	$	10.15	$	20.40	$	20.91
Discontinued operations	0.05		0.02		0.08		0.06
Total	$	10.82	$	10.17	$	20.48	$	20.97
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:
Basic	12.8		13.2		12.9		13.3
Diluted	12.8		13.3		13.0		13.3

See accompanying Notes to Condensed Consolidated Financial Statements (Unaudited)

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GROUP 1 AUTOMOTIVE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

(In millions)

	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024
NET INCOME	$	140.5	$	138.2	$	268.6	$	286.1
Other comprehensive income (loss), net of taxes:
Foreign currency translation adjustments	45.9		(1.1)		69.8		(5.6)
Net unrealized gain (loss) on interest rate risk management activities, net of tax:
Unrealized (loss) gain arising during the period, net of tax benefit (provision) of $0.6, $(1.6), $2.1, and $(6.1), respectively	(1.8)		5.3		(6.7)		19.6
Reclassification adjustment for gain included in interest expense, net of tax provision of $(1.6), $(2.3), $(3.2), and $(4.7), respectively	(5.1)		(7.4)		(10.3)		(15.0)
Reclassification related to de-designated interest rate swaps, net of tax provision of $— , $—, $—, and (0.1), respectively	—		—		—		(0.2)
Unrealized (loss) gain on interest rate risk management activities, net of tax	(6.9)		(2.2)		(17.1)		4.4
OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX	38.9		(3.3)		52.7		(1.2)
COMPREHENSIVE INCOME	$	179.5	$	134.9	$	321.3	$	284.9

See accompanying Notes to Condensed Consolidated Financial Statements (Unaudited)

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GROUP 1 AUTOMOTIVE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(Unaudited)

(In millions, except share data)

	Common Stock			Additional<br>Paid-in Capital		Retained Earnings		Accumulated<br>Other<br>Comprehensive Income (Loss)		Treasury Stock		Total
	Shares	Amount
BALANCE, MARCH 31, 2025	24,964,378	$	0.2	$	360.3	$	4,243.9	$	15.4	$	(1,627.4)	$	2,992.5
Net income	—	—		—		140.5		—		—		140.5
Other comprehensive income, net of taxes	—	—		—		—		38.9		—		38.9
Purchases of treasury stock, including excise tax	—	—		—		—		—		(44.9)		(44.9)
Net issuance of treasury shares to stock compensation plans	(10,152)	—		3.5		—		—		3.8		7.3
Stock-based compensation	—	—		8.2		—		—		—		8.2
Dividends declared ($0.50 per share)	—	—		—		(6.5)		—		—		(6.5)
BALANCE, JUNE 30, 2025	24,954,226	$	0.2	$	372.0	$	4,377.9	$	54.4	$	(1,668.6)	$	3,136.0			Common Stock			Additional<br>Paid-in Capital		Retained Earnings		Accumulated<br>Other<br>Comprehensive Income (Loss)		Treasury Stock		Total
---	---	---	---	---	---	---	---	---	---	---	---	---	---
	Shares	Amount
BALANCE, DECEMBER 31, 2024	24,989,807	$	0.2	$	356.1	$	4,122.4	$	1.6	$	(1,506.2)	$	2,974.3
Net income	—	—		—		268.6		—		—		268.6
Other comprehensive income, net of taxes	—	—		—		—		52.7		—		52.7
Purchases of treasury stock, including excise tax	—	—		—		—		—		(168.4)		(168.4)
Net issuance of treasury shares to stock compensation plans	(35,581)	—		0.1		—		—		6.0		6.1
Stock-based compensation	—	—		15.8		—		—		—		15.8
Dividends declared ($1.00 per share)	—	—		—		(13.1)		—		—		(13.1)
BALANCE, JUNE 30, 2025	24,954,226	$	0.2	$	372.0	$	4,377.9	$	54.4	$	(1,668.6)	$	3,136.0

See accompanying Notes to Condensed Consolidated Financial Statements (Unaudited)

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GROUP 1 AUTOMOTIVE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(Unaudited)

(In millions, except share data)

	Common Stock			Additional<br>Paid-in Capital		Retained Earnings		Accumulated<br>Other<br>Comprehensive Income (Loss)		Treasury Stock		Total
	Shares	Amount
BALANCE, MARCH 31, 2024	25,109,781	$	0.3	$	351.7	$	3,791.3	$	30.3	$	(1,401.1)	$	2,772.4
Net income	—	—		—		138.2		—		—		138.2
Other comprehensive loss, net of taxes	—	—		—		—		(3.3)		—		(3.3)
Purchases of treasury stock, including excise tax	—	—		—		—		—		(46.5)		(46.5)
Net issuance of treasury shares to stock compensation plans	(16,996)	—		1.4		—		—		3.9		5.2
Stock-based compensation	—	—		6.6		—		—		—		6.6
Dividends declared ($0.47 per share)	—	—		—		(6.4)		—		—		(6.4)
BALANCE, JUNE 30, 2024	25,092,785	$	0.3	$	359.7	$	3,923.0	$	27.0	$	(1,443.7)	$	2,866.3			Common Stock			Additional<br>Paid-in Capital		Retained Earnings		Accumulated<br>Other<br>Comprehensive Income (Loss)		Treasury Stock		Total
---	---	---	---	---	---	---	---	---	---	---	---	---	---
	Shares	Amount
BALANCE, DECEMBER 31, 2023	25,131,460	$	0.3	$	349.1	$	3,649.8	$	28.1	$	(1,352.8)	$	2,674.4
Net income	—	—		—		286.1		—		—		286.1
Other comprehensive loss, net of taxes	—	—		—		—		(1.2)		—		(1.2)
Purchases of treasury stock, including excise tax	—	—		—		—		—		(100.6)		(100.6)
Net issuance of treasury shares to stock compensation plans	(38,675)	—		(3.7)		—		—		9.8		6.1
Stock-based compensation	—	—		14.2		—		—		—		14.2
Dividends declared ($0.94 per share)	—	—		—		(12.8)		—		—		(12.8)
BALANCE, JUNE 30, 2024	25,092,785	$	0.3	$	359.7	$	3,923.0	$	27.0	$	(1,443.7)	$	2,866.3

See accompanying Notes to Condensed Consolidated Financial Statements (Unaudited)

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GROUP 1 AUTOMOTIVE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(In millions)

	Six Months Ended June 30,
	2025		2024
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	268.6	$	286.1
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	58.0		52.0
Change in operating lease assets	15.2		11.9
Deferred income taxes	19.8		(0.6)
Asset impairments	4.4		—
Stock-based compensation	15.8		14.2
Amortization of debt discount and issuance costs	2.7		1.7
Gain on disposition of assets	(9.0)		(55.7)
Unrealized loss (gain) on derivative instruments	0.9		(0.3)
Other	(0.4)		(0.8)
Changes in assets and liabilities, net of acquisitions and dispositions:
Accounts payable and accrued expenses	(56.5)		4.1
Accounts and notes receivable	17.2		(21.3)
Inventories	91.4		(329.0)
Contracts-in-transit and vehicle receivables	15.7		18.3
Prepaid expenses and other assets	14.3		4.4
Floorplan notes payable — manufacturer affiliates	(32.7)		157.6
Deferred revenues	(0.3)		(0.4)
Operating lease liabilities	(14.6)		(12.5)
Net cash provided by operating activities	410.3		129.8
CASH FLOWS FROM INVESTING ACTIVITIES:
Cash paid for acquisitions, net, including repayment of sellers’ floorplan notes payable of $26.8 and $50.3, respectively	(320.4)		(690.3)
Proceeds from disposition of franchises, property and equipment	76.1		201.1
Purchases of property and equipment	(123.9)		(102.9)
Escrow payments for acquisitions	(3.0)		(86.4)
Other	(0.1)		9.4
Net cash used in investing activities	(371.3)		(669.0)
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings on credit facility — floorplan line and other	7,050.3		6,490.7
Repayments on credit facility — floorplan line and other	(7,134.4)		(6,112.8)
Borrowings on credit facility — acquisition line	999.9		464.2
Repayments on credit facility — acquisition line	(684.6)		(495.0)
Debt issuance costs	(7.0)		(3.8)
Borrowings on other debt	52.7		377.0
Principal payments on other debt	(129.9)		(67.7)
Proceeds from employee stock purchase plan	16.1		13.0
Payments of tax withholding for stock-based compensation	(10.0)		(6.9)
Repurchases of common stock, amounts based on settlement date	(167.3)		(99.8)
Dividends paid	(13.1)		(12.7)
Net cash (used in) provided by financing activities	(27.2)		546.4
Effect of exchange rate changes on cash	6.4		—
Net increase in cash and cash equivalents	18.3		7.2
CASH AND CASH EQUIVALENTS, beginning of period	34.4		57.2
CASH AND CASH EQUIVALENTS, end of period	$	52.7	$	64.4

See accompanying Notes to Condensed Consolidated Financial Statements (Unaudited)

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GROUP 1 AUTOMOTIVE, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

1. BASIS OF PRESENTATION AND CONSOLIDATION AND ACCOUNTING POLICIES

Basis of Presentation and Consolidation

The accompanying Condensed Consolidated Financial Statements and notes thereto, have been prepared in accordance with U.S. GAAP for interim financial information and in accordance with the rules and regulations of the Securities and Exchange Commission. Accordingly, they do not include all of the information and notes required by U.S. GAAP for complete financial statements. Results for interim periods are not necessarily indicative of the results that can be expected for a full year and therefore should be read in conjunction with the Company’s audited Financial Statements and notes thereto included within the Company’s 2024 Form 10-K. All intercompany balances and transactions have been eliminated in consolidation. The accompanying Condensed Consolidated Financial Statements reflect the consolidated accounts of the parent company, Group 1 Automotive, Inc. and its subsidiaries, all of which are wholly owned.

Discontinued operations presented in the accompanying Condensed Consolidated Financial Statements relate to the Company’s Brazilian operations which were disposed of in 2022. Unless otherwise specified, disclosures in these Condensed Consolidated Financial Statements reflect continuing operations only.

Certain amounts in the Condensed Consolidated Financial Statements and the accompanying notes may not compute due to rounding. All computations have been calculated using unrounded amounts for all periods presented. These Condensed Consolidated Financial Statements reflect, in the opinion of management, all normal recurring adjustments necessary to fairly state, in all material respects, the Company’s financial position and results of operations for the periods presented.

Use of Estimates

The preparation of the Company’s financial statements in conformity with U.S. GAAP requires management to make certain estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities, the disclosures of contingent assets and liabilities at the balance sheet date and the amounts of revenues and expenses recognized during the reporting period. Management analyzes the Company’s estimates based on historical experience and other assumptions that are believed to be reasonable under the circumstances, however, actual results could differ materially from such estimates. The significant estimates made by management in the accompanying Condensed Consolidated Financial Statements include, but are not limited to, inventory valuation adjustments, reserves for future chargebacks on finance, insurance and vehicle service contract fees, self-insured property and casualty insurance exposure, the fair value of assets acquired and liabilities assumed in business combinations, the valuation of goodwill and intangible franchise rights, and reserves for potential litigation.

Recent Accounting Pronouncements

In December 2023, the Financial Accounting Standards Board (“FASB”) issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The amendments require the disclosure of a reconciliation between income tax expense from continuing operations and the amount computed by multiplying income from continuing operations before income taxes by the applicable statutory rate as well as an annual disaggregation of the income tax rate reconciliation between certain specified categories by both percentage and reported amounts, along with other changes to income tax disclosure requirements. The standard will be effective for annual periods beginning after December 15, 2024. The Company does not expect the adoption of this ASU to have a material impact on its consolidated financial statements; however, the adoption will require certain additional income tax disclosures.

In November 2024, the FASB issued ASU 2024-03, Income Statement — Reporting Comprehensive Income — Expense Disaggregation Disclosures. The ASU requires that an entity disclose additional information about specific expense categories in the notes to financial statements. The standard will be effective for annual periods beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. The Company is currently evaluating the impact that the adoption of the provisions of the ASU will have on its consolidated financial statements.

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GROUP 1 AUTOMOTIVE, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) – (Continued)

2. REVENUES

The following tables present the Company’s revenues disaggregated by its geographical segments (in millions):

	Three Months Ended June 30, 2025						Six Months Ended June 30, 2025
	U.S.		U.K.		Total		U.S.		U.K.		Total
New vehicle retail sales	$	2,132.9	$	602.5	$	2,735.5	$	4,101.6	$	1,313.8	$	5,415.4
Used vehicle retail sales	1,203.2		645.0		1,848.2		2,347.6		1,256.0		3,603.6
Used vehicle wholesale sales	86.5		77.3		163.8		178.5		136.9		315.4
Total new and used vehicle sales	3,422.7		1,324.8		4,747.4		6,627.7		2,706.7		9,334.4
Parts and service sales (1)	555.5		162.8		718.4		1,086.8		323.7		1,410.4
Finance, insurance and other, net (2)	199.0		38.8		237.8		384.5		79.5		464.0
Total revenues	$	4,177.2	$	1,526.4	$	5,703.5	$	8,098.9	$	3,109.9	$	11,208.8
	Three Months Ended June 30, 2024						Six Months Ended June 30, 2024
---	---	---	---	---	---	---	---	---	---	---	---	---
	U.S.		U.K.		Total		U.S.		U.K.		Total
New vehicle retail sales	$	2,009.5	$	354.6	$	2,364.2	$	3,809.4	$	737.4	$	4,546.8
Used vehicle retail sales	1,151.9		301.3		1,453.2		2,251.4		618.6		2,870.0
Used vehicle wholesale sales	78.4		25.9		104.3		158.3		52.0		210.3
Total new and used vehicle sales	3,239.9		681.8		3,921.7		6,219.1		1,408.0		7,627.1
Parts and service sales (1)	497.4		77.1		574.5		992.6		158.2		1,150.8
Finance, insurance and other, net (2)	183.9		16.3		200.1		355.2		33.8		389.0
Total revenues	$	3,921.2	$	775.2	$	4,696.4	$	7,566.9	$	1,600.0	$	9,166.9

(1) The Company has elected not to disclose revenues related to remaining performance obligations on its maintenance and repair services as the duration of these contracts is less than one year.

(2) Includes variable consideration recognized of $5.1 million and $5.6 million during the three months ended June 30, 2025 and 2024, respectively, and $15.5 million and $18.0 million during the six months ended June 30, 2025 and 2024, respectively, relating to performance obligations satisfied in previous periods on the Company’s retrospective commission income contracts. Refer to Note 8. Receivables, Net and Contract Assets for the balance of the Company’s contract assets associated with revenues from the arrangement of financing and sale of service and insurance contracts.

3. ACQUISITIONS AND DISPOSITIONS

The Company accounts for business combinations under the acquisition method of accounting, wherein the Company allocates the purchase price to the assets acquired and liabilities assumed based on an estimate of fair value.

Inchcape Acquisition

On August 1, 2024, the Company completed the acquisition of Inchcape Retail automotive operations (“Inchcape Retail”), consisting of 54 dealership locations, certain real estate and three collision centers across the U.K. (collectively referred to as the “Inchcape Acquisition”), for aggregate consideration of approximately $517.0 million.

The purchase price allocation for the Inchcape Acquisition is preliminary. The Company is continuing to analyze and assess relevant information related to deferred income taxes. Due to the complexity of the Inchcape Acquisition, these amounts are provisional and subject to change as the Company’s fair value assessments are finalized. The Company will reflect any such adjustments in subsequent filings. The results of the Inchcape Acquisition are included in the U.K. segment. The acquired goodwill is not deductible for income tax purposes.

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GROUP 1 AUTOMOTIVE, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) – (Continued)

The following table summarizes the consideration paid and aggregate amounts of assets acquired and liabilities assumed as of June 30, 2025 (in millions):

Total consideration	$	517.0
Identifiable assets acquired and liabilities assumed
Cash	$	23.4
Contracts-in-transit and vehicle receivables, net	27.6
Accounts receivable, net	37.7
Inventories	384.3
Prepaid expenses and other current assets	14.1
Property and equipment	286.1
Operating lease assets	104.3
Intangible franchise rights	123.7
Total assets acquired	1,001.2
Floorplan notes payable	236.4
Accounts payable	204.6
Accrued expenses	54.0
Operating lease liabilities	75.4
Deferred income taxes	41.1
Other liabilities	3.9
Total liabilities assumed	615.4
Total identifiable net assets	385.7
Goodwill	$	131.3

The Company recorded $0.2 million of acquisition related costs attributable to the Inchcape Acquisition during the six months ended June 30, 2025. These costs are included in Selling, general and administrative expenses in the Condensed Consolidated Statements of Operations.

The Company’s Condensed Consolidated Statements of Operations included revenues and net loss attributable to Inchcape Retail for the three months ended June 30, 2025 of $634.0 million and $2.6 million, respectively, and for the six months ended June 30, 2025 of $1.3 billion and $1.1 million, respectively. The net loss attributable to Inchcape Retail for the three and six months ended June 30, 2025 includes the impact of the restructuring charges further described in Note 4: Restructuring.

The following unaudited pro forma financial information presents consolidated information of the Company as if the Inchcape Acquisition had occurred on January 1, 2024 (in millions):

	Three Months Ended June 30, 2024		Six Months Ended June 30, 2024
	(unaudited)
Revenues	$	5,349.4	$	10,505.0
Net income	$	128.1	$	273.5

This pro forma information incorporates the Company’s accounting policies and adjusts the results of Inchcape Retail assuming that the fair value adjustments in connection with the Inchcape Acquisition occurred on January 1, 2024. They have also been adjusted to reflect the $0.2 million and $15.4 million of acquisition-related costs incurred during the six months ended June 30, 2025 and the year ended December 31, 2024, respectively, as having occurred on January 1, 2024.

Pro forma data may not be indicative of the results that would have been obtained had these events actually occurred at the beginning of the period presented and is not intended to be a projection of future results.

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GROUP 1 AUTOMOTIVE, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) – (Continued)

Other Acquisitions

During the six months ended June 30, 2025, the Company acquired three dealerships in the U.S, including one Lexus dealership, one Acura dealership, and one Mercedes-Benz dealership. Aggregate consideration paid for these dealerships, which were accounted for as business combinations, was $305.8 million, consisting of cash paid of $305.3 million and a payable of $0.5 million. Goodwill associated with the acquisitions totaled $164.4 million.

During the six months ended June 30, 2025, the Company acquired four dealerships in the U.K, including three Toyota dealerships and one Lexus dealership. Aggregate consideration paid for these dealerships, which were accounted for as business combinations, was $16.4 million. Goodwill associated with the acquisitions totaled $2.4 million.

The purchase price allocation for these acquisitions is preliminary and subject to change as the Company’s fair value assessments are finalized. The Company is continuing to analyze and assess relevant information related to the valuation of certain assets and liabilities, including, but not limited to, the valuation of property, equipment, intangible assets and deferred income taxes. The Company will reflect any required fair value adjustments in subsequent periods.

During the six months ended June 30, 2024, the Company acquired nine dealerships in the U.S., including three Honda dealerships, two Lexus dealerships, one Toyota dealership, one Kia dealership, one Hyundai dealership and one Mercedes-Benz dealership. The Company also acquired one Toyota Certified pre-owned center and three collision centers in the U.S. Aggregate consideration paid for these dealerships, which were accounted for as business combinations, was $690.4 million. Goodwill associated with the acquisitions totaled $288.3 million.

Dispositions

The Company’s divestitures generally consist of dealership assets and related real estate. Gains and losses on divestitures are recorded in Selling, general and administrative expenses in the Condensed Consolidated Statements of Operations.

During the six months ended June 30, 2025, the Company recorded a net pre-tax gain totaling $0.7 million related to the disposition of three dealerships in the U.S. The dispositions reduced goodwill by $19.6 million. The Company also terminated four franchises in the U.S.

During the six months ended June 30, 2025, the Company closed four dealerships in the U.K. in connection with the Restructuring Plan (as defined in Note 4. Restructuring). Refer to Note 4. Restructuring for further information regarding the impairment charges taken on these closed dealerships as part of the Restructuring Plan.

During the six months ended June 30, 2025, the Company terminated eight franchises in the U.K. and recorded an impairment charge of $2.7 million associated with certain franchise terminations.

During the six months ended June 30, 2024, the Company recorded a net pre-tax gain totaling $51.6 million related to the disposition of seven dealerships and one collision center in the U.S. The dispositions reduced goodwill by $62.5 million.

There was no goodwill reclassified to assets held for sale as of June 30, 2025. Assets held for sale in the Condensed Consolidated Balance Sheets included $11.5 million of goodwill that was reclassified to assets held for sale as of December 31, 2024.

4. RESTRUCTURING

During the fourth quarter of 2024, the Company initiated a U.K.-wide restructuring plan (the “Restructuring Plan”) related to the integration activities of Inchcape Retail with existing U.K. operations. The Restructuring Plan consists of workforce realignment, including certain headcount reductions, strategic closing of certain facilities and dealerships. The Restructuring Plan is expected to continue throughout 2025, and the Company expects to incur $0.8 million in additional restructuring charges. Any changes to the Company’s estimates or timing will be reflected in the Company’s results of operations in future periods.

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GROUP 1 AUTOMOTIVE, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) – (Continued)

The components of total restructuring charges were as follows (in millions):

	Three Months Ended June 30, 2025		Six Months Ended June 30, 2025
Contract termination costs	$	—	$	4.1
Facility closure costs	2.8		3.4
Employee related costs	2.3		7.5
Asset impairments	2.6		3.7
Systems integration costs	—		0.1
Total restructuring charges	$	7.6	$	18.7

Charges associated with the Restructuring Plan are included within Restructuring Charges on the Condensed Consolidated Statements of Operations. As of June 30, 2025, the Company has incurred $31.8 million of restructuring charges related to the Restructuring Plan since the commencement of the plan.

The following table presents the changes in restructuring related liabilities (in millions):

December 31, 2024	$	11.9
Charges incurred (1)	15.1
Cash payments	(18.5)
June 30, 2025	$	8.5

(1) Charges incurred excludes non-cash asset impairments of $3.7 million.

Liabilities associated with restructuring charges are included in Accrued expenses and other current liabilities on the Condensed Consolidated Balance Sheets.

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GROUP 1 AUTOMOTIVE, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) – (Continued)

5. SEGMENT INFORMATION

As of June 30, 2025, the Company had two operating and reportable segments: the U.S. and the U.K. The Company defines its segments as those operations whose results the Company’s Chief Executive Officer, who is the Chief Operating Decision Maker (“CODM”), regularly reviews to analyze performance and allocate resources to the U.S. and U.K. geographic areas. Each segment is comprised of retail automotive franchises that sell 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. The CODM predominantly uses the metric of income before income taxes in making decisions about the allocation of operating and capital resources to each segment, evaluating annual budget and forecast, as well as determining compensation for certain employees.

Selected reportable segment data for continuing operations were as follows (in millions). All intercompany balances and transactions have been eliminated in consolidation.

	Three Months Ended June 30, 2025						Six Months Ended June 30, 2025
	U.S.		U.K.		Total		U.S.		U.K.		Total
Total revenues	$	4,177.2	$	1,526.4	$	5,703.5	$	8,098.9	$	3,109.9	$	11,208.8
Cost of sales	$	3,448.5	$	1,319.3	$	4,767.8	$	6,695.3	$	2,685.8	$	9,381.1
SG&A expenses	$	471.6	$	174.5	$	646.1	$	919.0	$	344.3	$	1,263.4
Depreciation and amortization expense	$	22.2	$	6.5	$	28.7	$	43.2	$	14.8	$	58.0
Asset impairments	$	0.4	$	—	$	0.4	$	(1.9)	$	2.7	$	0.8
Restructuring charges	$	—	$	7.6	$	7.6	$	—	$	18.7	$	18.7
Floorplan interest expense	$	20.1	$	6.3	$	26.4	$	40.8	$	12.5	$	53.3
Other interest expense, net	$	34.9	$	7.8	$	42.7	$	67.2	$	15.3	$	82.5
Other segment items (1)	$	—	$	—	$	—	$	(0.2)	$	—	$	(0.2)
Income before income taxes	$	179.6	$	4.3	$	183.9	$	335.7	$	15.7	$	351.4
Capital expenditures:
Real estate related capital expenditures	$	17.7	$	—	$	17.7	$	32.5	$	—	$	32.5
Non-real estate related capital expenditures	45.8		8.2		54.0		79.4		12.0		91.4
Total capital expenditures	$	63.5	$	8.2	$	71.7	$	111.9	$	12.0	$	123.9
	Three Months Ended June 30, 2024						Six Months Ended June 30, 2024
---	---	---	---	---	---	---	---	---	---	---	---	---
	U.S.		U.K.		Total		U.S.		U.K.		Total
Total revenues	$	3,921.2	$	775.2	$	4,696.4	$	7,566.9	$	1,600.0	$	9,166.9
Cost of sales	$	3,253.5	$	676.4	$	3,929.8	$	6,260.1	$	1,397.7	$	7,657.7
SG&A expenses	$	417.6	$	79.6	$	497.2	$	812.5	$	160.8	$	973.3
Depreciation and amortization expense	$	24.1	$	4.1	$	28.2	$	44.0	$	8.0	$	52.0
Floorplan interest expense	$	21.6	$	3.1	$	24.7	$	39.2	$	6.0	$	45.2
Other interest expense, net	$	31.1	$	2.2	$	33.4	$	57.9	$	4.8	$	62.7
Other segment items (1)	$	—	$	0.1	$	0.1	$	—	$	(0.4)	$	(0.4)
Income before income taxes	$	173.3	$	9.7	$	183.0	$	353.3	$	23.0	$	376.3
Capital expenditures:
Real estate related capital expenditures	$	—	$	—	$	—	$	3.2	$	17.8	$	21.0
Non-real estate related capital expenditures	30.8		8.9		39.7		68.0		13.9		81.9
Total capital expenditures	$	30.8	$	8.9	$	39.7	$	71.1	$	31.7	$	102.9

(1) Other segment items include other expenses, which primarily relate to currency translation.

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GROUP 1 AUTOMOTIVE, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) – (Continued)

	June 30, 2025
	U.S.		U.K.		Total
Property and equipment, net	$	2,306.6	$	744.8	$	3,051.4
Total assets (1)	$	7,816.0	$	2,393.5	$	10,209.5			December 31, 2024
---	---	---	---	---	---	---
	U.S.		U.K.		Total
Property and equipment, net	$	2,181.9	$	674.6	$	2,856.5
Total assets (1)	$	7,630.1	$	2,176.6	$	9,806.6

(1) Total assets for reportable segments exclude the total assets related to discontinued operations. The assets related to discontinued operations were immaterial as of June 30, 2025 and December 31, 2024.

6. EARNINGS PER SHARE

The two-class method is utilized for the computation of the Company’s EPS. The two-class method requires a portion of net income to be allocated to participating securities, which are unvested awards of share-based payments with non-forfeitable rights to receive dividends that are paid in cash. The Company’s restricted stock awards are participating securities. Income allocated to these participating securities is excluded from net earnings available to common shares, as shown in the table below. Basic EPS is computed by dividing net income available to basic common shares by the weighted average number of basic common shares outstanding during the period. Diluted EPS is computed by dividing net income available to diluted common shares by the weighted average number of dilutive common shares outstanding during the period.

The following table sets forth the calculation of EPS (in millions, except share and per share data):

	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024
Weighted average basic common shares outstanding	12,814,393		13,226,129		12,936,243		13,277,425
Dilutive effect of stock-based awards and employee stock purchases	28,298		67,927		26,129		63,987
Weighted average dilutive common shares outstanding	12,842,691		13,294,056		12,962,372		13,341,412
Basic:
Net income	$	140.5	$	138.2	$	268.6	$	286.1
Less: Earnings allocated to participating securities from continuing operations	1.6		2.9		3.2		6.3
Less: Earnings allocated to participating securities to discontinued operations	—		—		—		—
Net income available to basic common shares	$	138.9	$	135.2	$	265.4	$	279.8
Basic earnings per common share	$	10.84	$	10.22	$	20.52	$	21.07
Diluted:
Net income	$	140.5	$	138.2	$	268.6	$	286.1
Less: Earnings allocated to participating securities from continuing operations	1.6		2.9		3.2		6.3
Less: Earnings allocated to participating securities to discontinued operations	—		—		—		—
Net income available to diluted common shares	$	139.0	$	135.2	$	265.4	$	279.8
Diluted earnings per common share	$	10.82	$	10.17	$	20.48	$	20.97

7. FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS

Accounting standards define fair value as the price that would be received from selling an asset or paid to transfer a liability in the most advantageous market in an orderly transaction between market participants at the measurement date. Accounting standards establish a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value and establishes the following three levels of inputs that may be used to measure fair value:

•Level 1 — Quoted prices for identical assets or liabilities in active markets.

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GROUP 1 AUTOMOTIVE, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) – (Continued)

•Level 2 — Observable inputs other than Level 1 prices such as quoted prices for similar assets and liabilities; quoted prices in markets that are not active; or model-derived valuations or other inputs that are observable or that can be corroborated by observable market data for substantially the full term of the assets or liabilities.

•Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

Cash and Cash Equivalents, Contracts-In-Transit and Vehicle Receivables, Accounts and Notes Receivable, Accounts Payable, Variable Rate Long-Term Debt and Floorplan Notes Payable

The fair values of these financial instruments approximate their carrying values due to the short-term nature of the instruments and/or the existence of variable interest rates.

Fixed Rate Long-Term Debt

The Company estimates the fair value of its $750.0 million 4.00% Senior Notes due August 2028 (“4.00% Senior Notes”) and the $500 million 6.375% Senior Notes due January 2030 (“6.375% Senior Notes”) using quoted prices for the identical liability (Level 1) and estimates the fair value of its fixed-rate mortgage facilities using a present value method based on current market interest rates for similar types of financial instruments (Level 2). Refer to Note 9. Debt for further discussion of the Company’s long-term debt arrangements.

The carrying value and fair value of the Company’s fixed rate long-term debt were as follows (in millions):

	June 30, 2025				December 31, 2024
	Carrying Value (1)		Fair Value		Carrying Value (1)		Fair Value
4.00% Senior Notes	$	750.0	$	725.8	$	750.0	$	701.5
6.375% Senior Notes	500.0		515.2		500.0		502.4
Real estate related	129.1		127.1		140.6		136.4
Total	$	1,379.1	$	1,368.1	$	1,390.6	$	1,340.4

(1) Carrying value excludes unamortized debt issuance costs.

Derivative Financial Instruments

The Company holds interest rate swaps to hedge against variability of interest payments indexed to SOFR. The Company’s interest rate swaps are measured at fair value utilizing a SOFR forward yield curve matched to the identical maturity term of the instrument being measured. Observable inputs utilized in the income approach valuation method incorporate identical contractual notional amounts, fixed coupon rates, periodic terms for interest payments and contract maturity. The fair value of the interest rate swaps also considers the credit risk of the Company for instruments in a liability position or the counterparty for instruments in an asset position. The credit risk is calculated using the spread between the SOFR yield curve and the relevant interest rate according to rating agencies. The inputs to the fair value measurements reflect Level 2 of the hierarchy framework.

Assets associated with the Company’s interest rate swaps, as reflected gross in the Condensed Consolidated Balance Sheets, were as follows (in millions):

	June 30, 2025		December 31, 2024
Assets:
Other current assets	$	3.5	$	1.8
Other long-term assets (1)	52.6		77.5
Total assets	$	56.1	$	79.3

(1) As of June 30, 2025 and December 31, 2024, the balance included gross fair value of $2.5 million and $3.4 million, respectively, related to the de-designated swaps as described below.

There were no liabilities associated with the Company’s interest rate swaps as of June 30, 2025 and December 31, 2024.

Interest Rate Swaps De-designated as Cash Flow Hedges

As of June 30, 2025, the Company had one de-designated interest rate swap with a notional value of $26.1 million and an interest rate of 0.60%. The de-designated swap will mature on March 1, 2030. No interest rate swaps were de-designated by the Company during the six months ended June 30, 2025.

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GROUP 1 AUTOMOTIVE, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) – (Continued)

The Company recorded unrealized mark-to-market losses of $0.4 million and $0.9 million and realized gains of $0.2 million and $0.5 million associated with de-designated interest rate swaps within Other interest expense, net, for the three and six months ended June 30, 2025, respectively. The Company recorded unrealized mark-to-market gains of $0.2 million and $0.5 million and realized gains of $0.4 million and $0.8 million associated with de-designated interest rate swaps within Other interest expense, net, for the three and six months ended June 30, 2024, respectively.

Interest Rate Swaps Designated as Cash Flow Hedges

Interest rate swaps designated as cash flow hedges and the related gains or losses are deferred in stockholders’ equity as a component of AOCI in the Company’s Condensed Consolidated Balance Sheets. The deferred gains or losses are recognized in income in the period in which the related items being hedged are recognized in expense. Monthly contractual settlements of the positions are recognized as Floorplan interest expense or Other interest expense, net, in the Company’s Condensed Consolidated Statements of Operations. Gains or losses for periods where future forecasted hedged transactions are deemed probable of not occurring are reclassified from AOCI into income as Floorplan interest expense or Other interest expense, net.

As of June 30, 2025, the Company held 26 interest rate swaps designated as cash flow hedges with a total notional value of $862.0 million that fixed its underlying SOFR at a weighted average rate of 1.24%. As of June 30, 2024, the Company held 35 interest rate swaps designated as cash flow hedges with a total notional value of $935.6 million that fixed its underlying SOFR at a weighted average rate of 1.22%. The maturity dates of the Company’s designated interest rate swaps range between December 31, 2025 and December 31, 2031.

The following tables present the impact of the Company’s interest rate swaps designated as cash flow hedges (in millions):

		Amount of Unrealized Income (Loss), Net of Tax, Recognized in Other Comprehensive Income (Loss)
		Three Months Ended June 30,						Six Months Ended June 30,
Derivatives in Cash Flow Hedging Relationship		2025			2024			2025			2024
Interest rate swaps		$	(1.8)		$	5.3		$	(6.7)		$	19.6
		Amount Reclassified from Other Comprehensive Income (Loss) into Statements of Operations
Statement of Operations Classification		Three Months Ended June 30,						Six Months Ended June 30,
	2025			2024			2025			2024
Floorplan interest expense		$	4.0		$	5.3		$	8.0		$	10.6
Other interest expense, net		$	2.7		$	4.4		$	5.6		$	9.0

The amount of gain expected to be reclassified out of AOCI into earnings as an offset to Floorplan interest expense or Other interest expense, net in the next twelve months is $18.7 million.

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GROUP 1 AUTOMOTIVE, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) – (Continued)

8. RECEIVABLES, NET AND CONTRACT ASSETS

The Company’s receivables, net and contract assets consisted of the following (in millions):

	June 30, 2025		December 31, 2024
Contracts-in-transit and vehicle receivables, net:
Contracts-in-transit	$	244.4	$	250.3
Vehicle receivables	107.5		110.6
Total contracts-in-transit and vehicle receivables	351.9		360.9
Less: allowance for doubtful accounts	0.6		0.8
Total contracts-in-transit and vehicle receivables, net	$	351.3	$	360.1
Accounts and notes receivable, net:
Manufacturer receivables	$	161.4	$	177.4
Parts and service receivables	84.6		80.6
F&I receivables	36.7		39.7
Other	18.5		11.7
Total accounts and notes receivable	301.2		309.5
Less: allowance for doubtful accounts	5.6		6.4
Total accounts and notes receivable, net	$	295.6	$	303.0
Within Other current assets and Other long-term assets:
Total contract assets (1)	$	65.3	$	59.0

(1) No allowance for doubtful accounts was recorded for contract assets as of June 30, 2025 or December 31, 2024.

9. DEBT

Long-term debt consisted of the following (in millions):

	June 30, 2025		December 31, 2024
4.00% Senior Notes due August 15, 2028	$	750.0	$	750.0
6.375% Senior Notes due January 15, 2030	500.0		500.0
Acquisition Line	410.0		95.0
Other Debt:
Real estate related	1,218.1		1,253.9
Finance leases	333.1		311.4
Other	19.6		19.0
Total other debt	1,570.8		1,584.3
Total debt	3,230.8		2,929.3
Less: unamortized debt issuance costs	15.0		16.1
Less: current maturities	159.3		175.3
Total long-term debt	$	3,056.5	$	2,737.9

Acquisition Line

The proceeds of the Acquisition Line (as defined in Note 10. Floorplan Notes Payable) are used for working capital, general corporate and acquisition purposes. As of June 30, 2025, borrowings under the Acquisition Line, a component of the Revolving Credit Facility (as defined in Note 10. Floorplan Notes Payable), totaled $410.0 million. The average interest rate on this facility was 5.67% during the three months ended June 30, 2025.

Real Estate Related

The Company has mortgage loans in the U.S. and the U.K. that are paid in installments. As of June 30, 2025, borrowings outstanding under these facilities totaled $1,218.1 million, gross of debt issuance costs, comprised of $792.5 million in the U.S. and $425.6 million in the U.K., respectively.

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GROUP 1 AUTOMOTIVE, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) – (Continued)

10. FLOORPLAN NOTES PAYABLE

The Company’s floorplan notes payable consisted of the following (in millions):

	June 30, 2025		December 31, 2024
Revolving Credit Facility — floorplan notes payable	$	1,288.0	$	1,328.7
Revolving Credit Facility — floorplan notes payable offset account	(321.0)		(286.3)
Revolving Credit Facility — floorplan notes payable, net	967.0		1,042.4
Other non-manufacturer facilities	224.1		212.9
Floorplan notes payable — credit facility and other, net	$	1,191.2	$	1,255.3
FMCC Facility	$	153.2	$	202.0
FMCC Facility offset account	—		(2.0)
FMCC Facility, net	153.2		200.0
GM Financial Facility	173.6		189.5
Other manufacturer affiliate facilities	426.9		377.2
Floorplan notes payable — manufacturer affiliates, net	$	753.8	$	766.7

Floorplan Notes Payable — Credit Facility

Revolving Credit Facility

On May 30, 2025, in the U.S., the Company entered into an amended revolving syndicated credit arrangement that matures on May 30, 2030, with 18 participating financial institutions (the “Revolving Credit Facility”). In addition to extending the term, the amendment increased the availability from $2.5 billion to $3.5 billion, with the ability to increase to $4.5 billion, subject to lender approval. The Revolving Credit Facility consists of two tranches: (i) a $1.75 billion maximum capacity tranche for U.S. vehicle inventory floorplan financing (“U.S. Floorplan Line”) which the outstanding balance, net of offset account discussed below, is reported in Floorplan notes payable — credit facility and other, net; and (ii) a $1.75 billion maximum capacity tranche (“Acquisition Line”), which is not due until maturity of the Revolving Credit Facility and is therefore classified in Long-term debt on the Condensed Consolidated Balance Sheets. Refer to Note 9. Debt for additional discussion. The capacity under these two tranches can be re-designated within the overall $3.5 billion commitment. The Acquisition Line includes a $100.0 million sub-limit for letters of credit and a $50.0 million minimum capacity tranche. The Company had $11.8 million in letters of credit outstanding as of both June 30, 2025 and December 31, 2024.

The U.S. Floorplan Line bears interest at rates equal to SOFR plus

120 basis points

for new vehicle inventory and SOFR plus

150 basis points for used vehicle inventory. The weighted average interest rate on the U.S. Floorplan Line was 5.65% as of June 30, 2025, excluding the impact of the Company’s interest rate swap derivative instruments

. The Acquisition Line bears interest at SOFR or a SOFR equivalent plus

110 to 210 basis points, depending on the Company’s total adjusted leverage ratio, on borrowings in USD, Euros or GBP. The U.S. Floorplan Line requires a commitment fee of 0.15% per annum on the unused portion. Amounts borrowed by the Company under the U.S. Floorplan Line for specific vehicle inventory are to be repaid upon the sale of the vehicle financed and in no case is a borrowing for a vehicle to remain outstanding for greater than one year. The Acquisition Line requires a commitment fee ranging from 0.15% to 0.40% per annum, depending on the Company’s total adjusted leverage ratio, based on a minimum commitment of $50.0 million less outstanding borrowings.

In conjunction with the Revolving Credit Facility, the Company had $8.7 million and $3.1 million of unamortized debt issuance costs as of June 30, 2025 and December 31, 2024, respectively, which are included in Prepaid expenses and Other long-term assets in the Company’s Condensed Consolidated Balance Sheets and amortized over the term of the facility.

Floorplan Notes Payable — Manufacturer Affiliates

FMCC Facility

The Company has a $200.0 million floorplan arrangement with FMCC for financing of new Ford vehicles in the U.S. (the “FMCC Facility”). The FMCC Facility bears interest at the U.S. prime rate which was 7.50% as of June 30, 2025.

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GROUP 1 AUTOMOTIVE, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) – (Continued)

GM Financial Facility

The Company has a master loan agreement with General Motors Financial for financing of new GM vehicles (the “GM Financial Facility”). The GM Financial Facility bears interest at the U.S. prime rate less 100 basis points. As of June 30, 2025, the GM Financial Facility had a total borrowing capacity of $348.1 million.

Other Manufacturer Facilities

The Company has other credit facilities in the U.S. and the U.K., respectively, with financial institutions affiliated with manufacturers for financing of new, used and rental vehicle inventories. As of June 30, 2025, borrowings outstanding under these facilities totaled $426.9 million, comprised of $195.6 million in the U.S. and $231.4 million in the U.K., with annual interest rates ranging from approximately 0.3% to 8%. Interest rates on the Company’s manufacturer facilities vary across manufacturers.

Offset Accounts

Offset accounts consist of immediately available cash used to pay down the U.S. Floorplan Line, FMCC Facility and GM Financial Facility, and therefore offset the respective outstanding balances in the Company’s Condensed Consolidated Balance Sheets. The offset accounts are the Company’s primary options for the short-term investment of excess cash.

During the three months ended June 30, 2025, the Company entered into an addendum to the master loan agreement with General Motors Financial and established an offset account under the GM Financial Facility (the “GM Floorplan Offset”). As of June 30, 2025, the balance for the GM Floorplan Offset was $—.

11. CASH FLOW INFORMATION

Non-Cash Activities

The accrual for capital expenditures was $2.4 million and $9.0 million as of June 30, 2025 and December 31, 2024, respectively.

Interest and Income Taxes Paid

Cash paid for interest, including the monthly settlement of the Company’s interest rate swaps, was $128.5 million and $99.9 million for the six months ended June 30, 2025 and 2024, respectively. Refer to Note 7. Financial Instruments and Fair Value Measurements for further discussion of the Company’s interest rate swaps.

Cash paid for income taxes, net of refunds, was $52.1 million and $75.1 million for the six months ended June 30, 2025 and 2024, respectively.

12. COMMITMENTS AND CONTINGENCIES

From time to time, the Company or its dealerships are named in various types of litigation involving customer claims, employment matters, class action claims, purported class action claims, claims involving the manufacturers of automobiles, contractual disputes, vehicle related incidents and other matters arising in the ordinary course of business. The Company may be involved in legal proceedings or suffer losses that could have a material adverse effect on the Company’s results of operations, financial condition or cash flows. In the normal course of business, the Company is required to respond to customer, employee and other third-party complaints. In addition, the manufacturers of the vehicles that the Company sells and services have audit rights allowing them to review the validity of amounts claimed for incentive, rebate or warranty-related items and charge the Company back for amounts determined to be invalid payments under the manufacturers’ programs, subject to the Company’s right to appeal any such decision.

Legal Proceedings

As of June 30, 2025, the Company was not party to any legal proceedings that, individually or in the aggregate, are reasonably expected to have a material adverse effect on the Company’s results of operations, financial condition or cash flows. However, the results of current or future matters cannot be predicted with certainty; an unfavorable resolution of one or more of such matters could have a material adverse effect on the Company’s results of operations, financial condition or cash flows.

Other Matters

In connection with dealership dispositions where the Company did not own the real estate and was a tenant, it assigned the lease to the purchaser but remained liable as a guarantor for the remaining lease payments in the event of non-payment by the purchaser. Although the Company has no reason to believe that it will be called upon to perform under any such assigned leases, the Company estimates that lessee remaining rental obligations were $37.8 million as of June 30, 2025.

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GROUP 1 AUTOMOTIVE, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) – (Continued)

13. ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

Changes in the balances of each component of AOCI were as follows (in millions):

	Six Months Ended June 30, 2025
	Accumulated Income (Loss) On Foreign Currency Translation		Accumulated Income (Loss) On Interest Rate Swaps		Total
Balance, December 31, 2024	$	(56.5)	$	58.2	$	1.6
Other comprehensive income (loss) before reclassifications:
Pre-tax	69.8		(8.8)		60.9
Tax effect	—		2.1		2.1
Amount reclassified from accumulated other comprehensive income (loss):
Floorplan interest expense (pre-tax)	—		(8.0)		(8.0)
Other interest expense, net (pre-tax)	—		(5.6)		(5.6)
Provision for income taxes	—		3.2		3.2
Net current period other comprehensive income (loss)	69.8		(17.1)		52.7
Balance, June 30, 2025	$	13.3	$	41.1	$	54.4
	Six Months Ended June 30, 2024
---	---	---	---	---	---	---
	Accumulated Income (Loss) On Foreign Currency Translation		Accumulated Income (Loss) On Interest Rate Swaps		Total
Balance, December 31, 2023	$	(37.4)	$	65.6	$	28.1
Other comprehensive income (loss) before reclassifications:
Pre-tax	(5.6)		25.7		20.1
Tax effect	—		(6.1)		(6.1)
Amount reclassified from accumulated other comprehensive income (loss):
Floorplan interest expense (pre-tax)	—		(10.6)		(10.6)
Other interest expense, net (pre-tax)	—		(9.0)		(9.0)
Reclassification related to de-designated interest rate swaps (pre-tax)	—		(0.2)		(0.2)
Provision for income taxes	—		4.7		4.7
Net current period other comprehensive (loss) income	(5.6)		4.4		(1.2)
Balance, June 30, 2024	$	(43.0)	$	70.0	$	27.0

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Management’s Discussion and Analysis of Financial Condition and Results of Operations, should be read in conjunction with the accompanying unaudited Condensed Consolidated Financial Statements and the notes thereto, as well as our 2024 Form 10-K.

Overview

We are a leading operator in the automotive retail industry. We sell 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 67 towns and cities in the U.K. As of June 30, 2025, our retail network consisted of 145 dealerships in the U.S. and 113 dealerships in the U.K.

Recent Events

On July 4, 2025, H.R. 1, the One Big Beautiful Bill Act (“OBBBA”), was signed into law. For the automotive industry, the bill provides consumers with a tax deduction for the interest on loans for certain U.S.-assembled vehicles. The bill also eliminates federal Electric Vehicle (“EV”) tax credits for vehicles purchased or leased after September 30, 2025. Additionally, the OBBBA reinstates 100% bonus depreciation for qualified property placed in service after January 19, 2025. This provision allows for immediate expensing for income tax purposes of the full cost of eligible tangible assets, including certain machinery, equipment and building improvements. The impact of the OBBBA on our results of operations cannot be predicted with certainty at this time.

On June 16, 2025, President Donald Trump signed an executive order Implementing the General Terms of the United States of America-United Kingdom Economic Prosperity Deal. This executive order, effective June 23, 2025, operationalizes a landmark trade agreement between the U.S. and the U.K., first announced on May 8, 2025, aimed at enhancing bilateral trade and addressing national security concerns. The order’s key provisions related to the automotive trade include (i) an annual quota allowing 100,000 U.K.-made vehicles to enter the U.S. at a reduced 10 percent tariff (7.5 percent plus 2.5 percent most-favored-nation rate); (ii) any additional imported vehicles each year will be subject to the standard 25 percent tariff rate; and (iii) automotive parts that are products of the U.K. and are for use in U.K.-made vehicles will be subject to a total tariff rate of 10 percent.

The U.K. government has established mandated targets for the sale of new zero emissions vehicles with increasing targets in future years. On April 6, 2025, the U.K. Prime Minister announced planned changes to the EV mandate, which aim to allow carmakers more flexibility in reaching their goal to phase out internal combustion engine vehicles. The plan increases flexibility of the mandate through 2030, allowing more EV’s to be sold in later years as demand increases. Further, the plan allows for the continued sale of hybrid vehicles, which can be operated by both internal combustion and batteries, through 2035 to help ease the transition. Beginning July 16, 2025, U.K. car manufacturers can apply for Electric Car Grants, which will discount eligible new EV’s for consumers at the point of sale. Additionally, on June 12, 2025, President Donald Trump signed resolutions revoking California’s authority to enforce regulations it set forth, including Advanced Clean Cars II (“ACC”), which imposes stricter emissions limits for vehicles and implements a ban on the sale of new gas-powered cars by 2035. California and ten other states set to implement ACC-like rules have sued the Environmental Protection Agency and President Donald Trump and are seeking to enjoin the resolutions. The impact of these changes on our vehicle mix and results of operations cannot be predicted with certainty at this time.

On April 2, 2025, President Donald Trump signed an executive order setting a 10 percent baseline tariff on imports, with higher rates for countries running trade surpluses with the U.S. By April 9, 2025, a follow-up order paused most of the higher reciprocal tariffs for 90 days but kept the 10 percent baseline and raised Chinese tariffs. Throughout the three months ended June 30, 2025 (“Current Quarter”), the U.S and China continued to negotiate the temporary reciprocal lowering of tariffs. On July 7, 2025, President Donald Trump extended the tariff modifications through August 1, 2025.

On March 26, 2025, President Donald Trump signed a proclamation under Section 232 of the Trade Expansion Act imposing a 25 percent tariff on imported automobiles and certain automobile parts. As of July 24, 2025, the procedures required by the Secretary of Commerce to impose these tariffs have not yet been finalized or implemented.

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While the possibility exists for delays, reductions, or exemptions of the automotive and reciprocal tariffs, the potential impacts of the tariffs described above, as well as the reaction of the OEMs to such tariffs, remain uncertain and could significantly increase the price of our products as well as the future mix and demand for vehicles provided by our manufacturers. Additionally, reciprocal tariffs, tariffs on steel, aluminum, copper and other materials, and the elevated tariffs against China and other countries could negatively impact the global economy, demand for our products and our manufacturers’ global supply chains. Our manufacturers’ supply chain dependencies and production facility locations vary by OEM, and as a result, certain manufacturers, vehicle models, vehicle model variations and parts could be affected more significantly by the imposition of tariffs than others. We will continue to monitor the impact of the Trump Administration’s policies and the response of U.S. trading partners on our results of operations in future periods.

We continue to monitor the uncertain macroeconomic and industry conditions in the U.K., including the impact of the tariff agreement between the U.S. and the U.K. outlined above. Although the effect of the macroeconomic environment on our results of operations cannot be predicted with certainty, future negative impacts may require us to assess the goodwill and intangible franchise rights associated with our U.K. reporting unit for impairment, which could result in material impairment charges in future periods.

Critical Accounting Policies and Accounting Estimates

For discussion of our critical accounting policies and accounting estimates, refer to Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations of our 2024 Form 10-K. There have been no material changes to our critical accounting policies or accounting estimates since December 31, 2024.

Results of Operations

The “same store” amounts presented below include the results of dealerships and corporate headquarters for the identical months in each comparative period, commencing with the first full month in which we owned the dealership. Amounts related to divestitures are excluded from each comparative period, ending with the last full month in which we owned the dealership. Same store results provide a measurement of our ability to grow revenues and profitability of our existing stores and also provide a metric for peer group comparisons. For these reasons, same store results allow management to accurately manage and monitor the underlying performance of the business and is also useful to investors.

We evaluate our results of operations on both an as reported and a constant currency basis. The constant currency presentation, which is a non-GAAP measure, excludes the impact of fluctuations in foreign currency exchange rates. Our primary foreign currency exposure is to the GBP. We believe providing constant currency information provides valuable supplemental information regarding our underlying business and results of operations, consistent with how we evaluate our performance. We calculate constant currency percentages by converting our current period reported results for entities reporting in currencies other than USD using comparative period exchange rates rather than the actual exchange rates in effect during the respective periods. The constant currency performance measures should not be considered a substitute for, or superior to, the measures of financial performance prepared in accordance with U.S. GAAP. Additionally, we caution investors not to place undue reliance on non-GAAP measures, but also to consider them with the most directly comparable U.S. GAAP measures. Our management also uses constant currency and adjusted cash flows from operating, investing and financing activities in conjunction with U.S. GAAP financial measures to assess our business, including communication with our Board of Directors, investors and industry analysts concerning financial performance. We disclose these non-GAAP measures and the related reconciliations because we believe investors use these metrics in evaluating longer-term period-over-period performance. These metrics also allow investors to better understand and evaluate the information used by management to assess operating performance.

Certain amounts in the financial statements may not compute due to rounding. All computations have been calculated using unrounded amounts for all periods presented.

Retail new and used vehicle units sold include new and used vehicle agency units sold under agency arrangements with certain manufacturers in the U.K. The agency units and related revenues are excluded from the calculation of the average sales price per unit sold for new and used vehicles due to their net presentation within revenues as only the sales commission is reported in revenues for dealerships operating under an agency arrangement. The agency units and related net revenues are included in the calculation of gross profit per unit sold.

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The following tables summarize our operating results on a reported basis and on a same store basis:

Reported Operating Data — Consolidated

(In millions, except unit data)

	Three Months Ended June 30,
	2025			2024			Increase/ (Decrease)			% Change		Currency Impact on Current Period Results		Constant Currency % Change
Revenues:
New vehicle retail sales	$	2,735.5		$	2,364.2		$	371.3		15.7	%	$	33.7	14.3	%
Used vehicle retail sales	1,848.2			1,453.2			395.0			27.2	%	35.5		24.7	%
Used vehicle wholesale sales	163.8			104.3			59.5			57.0	%	4.3		52.9	%
Total used	2,012.0			1,557.5			454.4			29.2	%	39.8		26.6	%
Parts and service sales	718.4			574.5			143.8			25.0	%	9.0		23.5	%
F&I, net	237.8			200.1			37.6			18.8	%	2.2		17.7	%
Total revenues	$	5,703.5		$	4,696.4		$	1,007.2		21.4	%	$	84.7	19.6	%
Gross profit:
New vehicle retail sales	$	198.4		$	170.0		$	28.3		16.6	%	$	2.7	15.1	%
Used vehicle retail sales	96.4			80.7			15.7			19.5	%	1.5		17.6	%
Used vehicle wholesale sales	0.5			(1.1)			1.6			143.8	%	(0.1)		NM
Total used	96.9			79.5			17.4			21.8	%	1.4		20.1	%
Parts and service sales	402.8			316.8			85.9			27.1	%	5.3		25.5	%
F&I, net	237.8			200.1			37.6			18.8	%	2.2		17.7	%
Total gross profit	$	935.8		$	766.5		$	169.3		22.1	%	$	11.5	20.6	%
Gross margin:
New vehicle retail sales	7.3		%	7.2		%	0.1		%
Used vehicle retail sales	5.2		%	5.6		%	(0.3)		%
Used vehicle wholesale sales	0.3		%	(1.1)		%	1.4		%
Total used	4.8		%	5.1		%	(0.3)		%
Parts and service sales	56.1		%	55.1		%	0.9		%
Total gross margin	16.4		%	16.3		%	0.1		%
Units sold:
Retail new vehicles sold	55,763			47,661			8,102			17.0	%
Retail used vehicles sold	60,240			49,260			10,980			22.3	%
Wholesale used vehicles sold	17,030			11,819			5,211			44.1	%
Total used	77,270			61,079			16,191			26.5	%
Average sales price per unit sold:
New vehicle retail	$	50,557		$	49,996		$	561		1.1	%	$	617	(0.1)	%
Used vehicle retail	$	30,713		$	29,501		$	1,212		4.1	%	$	590	2.1	%
Gross profit per unit sold:
New vehicle retail sales	$	3,557		$	3,568		$	(11)		(0.3)	%	$	48	(1.7)	%
Used vehicle retail sales	$	1,600		$	1,638		$	(37)		(2.3)	%	$	25	(3.8)	%
Used vehicle wholesale sales	$	29		$	(96)		$	125		130.4	%	$	(6)	136.6	%
Total used	$	1,254		$	1,302		$	(48)		(3.7)	%	$	18	(5.1)	%
F&I PRU	$	2,050		$	2,065		$	(15)		(0.7)	%	$	19	(1.6)	%
Other:
SG&A expenses	$	646.1		$	497.2		$	148.9		29.9	%	$	9.6	28.0	%
SG&A as % gross profit	69.0		%	64.9		%	4.2		%
Floorplan expense:
Floorplan interest expense	$	26.4		$	24.7		$	1.8		7.1	%	$	0.3	5.8	%
Less: floorplan assistance (1)	22.6			21.0			1.6			7.8	%	—		7.8	%
Net floorplan expense	$	3.8		$	3.7		$	0.1				$	0.3

(1) Floorplan assistance is included within Gross profit — New vehicle retail sales above and Cost of sales — New vehicle retail sales in our Condensed Consolidated Statements of Operations.

NM — Not Meaningful

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Same Store Operating Data — Consolidated

(In millions, except unit data)

	Three Months Ended June 30,
	2025			2024			Increase/ (Decrease)			% Change		Currency Impact on Current Period Results		Constant Currency % Change
Revenues:
New vehicle retail sales	$	2,457.1		$	2,331.6		$	125.5		5.4	%	$	19.2	4.6	%
Used vehicle retail sales	1,533.1			1,436.8			96.3			6.7	%	18.7		5.4	%
Used vehicle wholesale sales	121.5			103.0			18.6			18.0	%	2.0		16.1	%
Total used	1,654.7			1,539.8			114.9			7.5	%	20.7		6.1	%
Parts and service sales	633.7			564.7			69.0			12.2	%	4.5		11.4	%
F&I, net	219.0			198.1			20.9			10.6	%	1.2		10.0	%
Total revenues	$	4,964.5		$	4,634.2		$	330.3		7.1	%	$	45.5	6.1	%
Gross profit:
New vehicle retail sales	$	172.5		$	167.3		$	5.2		3.1	%	$	1.4	2.3	%
Used vehicle retail sales	84.2			79.4			4.8			6.1	%	0.9		5.0	%
Used vehicle wholesale sales	0.9			(1.2)			2.1			NM		(0.1)		NM
Total used	85.1			78.2			6.9			8.9	%	0.8		7.9	%
Parts and service sales	355.1			311.5			43.6			14.0	%	2.7		13.1	%
F&I, net	219.0			198.1			20.9			10.6	%	1.2		10.0	%
Total gross profit	$	831.7		$	755.1		$	76.6		10.1	%	$	6.0	9.3	%
Gross margin:
New vehicle retail sales	7.0		%	7.2		%	(0.2)		%
Used vehicle retail sales	5.5		%	5.5		%	—		%
Used vehicle wholesale sales	0.7		%	(1.2)		%	1.9		%
Total used	5.1		%	5.1		%	0.1		%
Parts and service sales	56.0		%	55.2		%	0.9		%
Total gross margin	16.8		%	16.3		%	0.5		%
Units sold:
Retail new vehicles sold	48,565			46,880			1,685			3.6	%
Retail used vehicles sold	50,968			48,595			2,373			4.9	%
Wholesale used vehicles sold	13,420			11,587			1,833			15.8	%
Total used	64,388			60,182			4,206			7.0	%
Average sales price per unit sold:
New vehicle retail	$	51,028		$	50,136		$	892		1.8	%	$	395	1.0	%
Used vehicle retail	$	30,106		$	29,567		$	539		1.8	%	$	367	0.6	%
Gross profit per unit sold:
New vehicle retail sales	$	3,552		$	3,569		$	(18)		(0.5)	%	$	28	(1.3)	%
Used vehicle retail sales	$	1,653		$	1,634		$	18		1.1	%	$	17	0.1	%
Used vehicle wholesale sales	$	66		$	(107)		$	173		NM		$	(7)	NM
Total used	$	1,322		$	1,299		$	23		1.8	%	$	12	0.8	%
F&I PRU	$	2,200		$	2,075		$	125		6.0	%	$	12	5.5	%
Other:
SG&A expenses	$	553.8		$	506.9		$	46.9		9.2	%	$	4.8	8.3	%
SG&A as % gross profit	66.6		%	67.1		%	(0.5)		%

NM — Not Meaningful

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Reported Operating Data — Consolidated

(In millions, except unit data)

	Six Months Ended June 30,
	2025			2024			Increase/ (Decrease)			% Change		Currency Impact on Current Period Results		Constant Currency % Change
Revenues:
New vehicle retail sales	$	5,415.4		$	4,546.8		$	868.6		19.1	%	$	34.1	18.4	%
Used vehicle retail sales	3,603.6			2,870.0			733.6			25.6	%	31.5		24.5	%
Used vehicle wholesale sales	315.4			210.3			105.0			49.9	%	4.0		48.0	%
Total used	3,919.0			3,080.3			838.7			27.2	%	35.5		26.1	%
Parts and service sales	1,410.4			1,150.8			259.7			22.6	%	7.9		21.9	%
F&I, net	464.0			389.0			75.0			19.3	%	2.0		18.8	%
Total revenues	$	11,208.8		$	9,166.9		$	2,041.9		22.3	%	$	79.4	21.4	%
Gross profit:
New vehicle retail sales	$	388.0		$	329.6		$	58.4		17.7	%	$	2.8	16.9	%
Used vehicle retail sales	189.9			162.7			27.2			16.7	%	1.3		15.9	%
Used vehicle wholesale sales	2.0			(2.0)			4.1			NM		(0.1)		NM
Total used	192.0			160.7			31.3			19.5	%	1.2		18.7	%
Parts and service sales	783.8			629.9			153.9			24.4	%	4.7		23.7	%
F&I, net	464.0			389.0			75.0			19.3	%	2.0		18.8	%
Total gross profit	$	1,827.7		$	1,509.1		$	318.6		21.1	%	$	10.7	20.4	%
Gross margin:
New vehicle retail sales	7.2		%	7.2		%	(0.1)		%
Used vehicle retail sales	5.3		%	5.7		%	(0.4)		%
Used vehicle wholesale sales	0.6		%	(1.0)		%	1.6		%
Total used	4.9		%	5.2		%	(0.3)		%
Parts and service sales	55.6		%	54.7		%	0.8		%
Total gross margin	16.3		%	16.5		%	(0.2)		%
Units sold:
Retail new vehicles sold	111,862			91,963			19,899			21.6	%
Retail used vehicles sold	119,858			98,443			21,415			21.8	%
Wholesale used vehicles sold	33,384			23,647			9,737			41.2	%
Total used	153,242			122,090			31,152			25.5	%
Average sales price per unit sold:
New vehicle retail	$	50,210		$	49,858		$	353		0.7	%	$	313	0.1	%
Used vehicle retail	$	30,084		$	29,154		$	931		3.2	%	$	263	2.3	%
Gross profit per unit sold:
New vehicle retail sales	$	3,469		$	3,584		$	(115)		(3.2)	%	$	25	(3.9)	%
Used vehicle retail sales	$	1,585		$	1,653		$	(68)		(4.1)	%	$	11	(4.8)	%
Used vehicle wholesale sales	$	61		$	(86)		$	147		NM		$	(2)	NM
Total used	$	1,253		$	1,316		$	(64)		(4.8)	%	$	8	(5.4)	%
F&I PRU	$	2,002		$	2,043		$	(41)		(2.0)	%	$	9	(2.4)	%
Other:
SG&A expenses	$	1,263.4		$	973.3		$	290.0		29.8	%	$	8.5	28.9	%
SG&A as % gross profit	69.1		%	64.5		%	4.6		%
Floorplan expense:
Floorplan interest expense	$	53.3		$	45.2		$	8.1		18.0	%	$	0.3	17.3	%
Less: floorplan assistance (1)	43.0			39.3			3.7			9.4	%	—		9.5	%
Net floorplan expense	$	10.3		$	5.9		$	4.4				$	0.3

(1) Floorplan assistance is included within Gross Profit — New vehicle retail sales above and Cost of Sales — New vehicle retail sales in our Condensed Consolidated Statements of Operations.

NM — Not Meaningful

Table of Contents

Same Store Operating Data — Consolidated

(In millions, except unit data)

	Six Months Ended June 30,
	2025			2024			Increase/ (Decrease)			% Change		Currency Impact on Current Period Results		Constant Currency % Change
Revenues:
New vehicle retail sales	$	4,735.4		$	4,462.4		$	273.0		6.1	%	$	19.2	5.7	%
Used vehicle retail sales	2,969.6			2,827.8			141.8			5.0	%	16.6		4.4	%
Used vehicle wholesale sales	237.8			206.4			31.4			15.2	%	1.9		14.3	%
Total used	3,207.4			3,034.2			173.2			5.7	%	18.5		5.1	%
Parts and service sales	1,223.7			1,125.6			98.0			8.7	%	3.9		8.4	%
F&I, net	420.8			383.2			37.6			9.8	%	1.1		9.5	%
Total revenues	$	9,587.2		$	9,005.4		$	581.8		6.5	%	$	42.6	6.0	%
Gross profit:
New vehicle retail sales	$	322.4		$	323.0		$	(0.6)		(0.2)	%	$	1.4	(0.6)	%
Used vehicle retail sales	162.1			160.1			2.0			1.3	%	0.8		0.8	%
Used vehicle wholesale sales	3.4			(2.2)			5.5			NM		(0.1)		NM
Total used	165.4			157.9			7.6			4.8	%	0.7		4.3	%
Parts and service sales	677.8			616.3			61.5			10.0	%	2.4		9.6	%
F&I, net	420.8			383.2			37.6			9.8	%	1.1		9.5	%
Total gross profit	$	1,586.4		$	1,480.3		$	106.1		7.2	%	$	5.6	6.8	%
Gross margin:
New vehicle retail sales	6.8		%	7.2		%	(0.4)		%
Used vehicle retail sales	5.5		%	5.7		%	(0.2)		%
Used vehicle wholesale sales	1.4		%	(1.1)		%	2.5		%
Total used	5.2		%	5.2		%	—		%
Parts and service sales	55.4		%	54.8		%	0.6		%
Total gross margin	16.5		%	16.4		%	0.1		%
Units sold:
Retail new vehicles sold	93,963			90,033			3,930			4.4	%
Retail used vehicles sold	100,148			96,834			3,314			3.4	%
Wholesale used vehicles sold	26,396			23,082			3,314			14.4	%
Total used	126,544			119,916			6,628			5.5	%
Average sales price per unit sold:
New vehicle retail	$	50,902		$	49,991		$	911		1.8	%	$	205	1.4	%
Used vehicle retail	$	29,667		$	29,203		$	464		1.6	%	$	166	1.0	%
Gross profit per unit sold:
New vehicle retail sales	$	3,431		$	3,587		$	(156)		(4.3)	%	$	15	(4.8)	%
Used vehicle retail sales	$	1,618		$	1,653		$	(35)		(2.1)	%	$	8	(2.6)	%
Used vehicle wholesale sales	$	127		$	(95)		$	222		NM		$	(3)	NM
Total used	$	1,307		$	1,316		$	(9)		(0.7)	%	$	6	(1.1)	%
F&I PRU	$	2,168		$	2,051		$	117		5.7	%	$	6	5.4	%
Other:
SG&A expenses	$	1,074.7		$	999.6		$	75.1		7.5	%	$	4.2	7.1	%
SG&A as % gross profit	67.7		%	67.5		%	0.2		%

NM — Not Meaningful

Table of Contents

Reported Operating Data — U.S.

(In millions, except unit data)

	Three Months Ended June 30,
	2025			2024			Increase/(Decrease)			% Change
Revenues:
New vehicle retail sales	$	2,132.9		$	2,009.5		$	123.4		6.1	%
Used vehicle retail sales	1,203.2			1,151.9			51.3			4.5	%
Used vehicle wholesale sales	86.5			78.4			8.1			10.3	%
Total used	1,289.7			1,230.4			59.4			4.8	%
Parts and service sales	555.5			497.4			58.1			11.7	%
F&I, net	199.0			183.9			15.1			8.2	%
Total revenues	$	4,177.2		$	3,921.2		$	256.0		6.5	%
Gross profit:
New vehicle retail sales	$	150.5		$	144.3		$	6.2		4.3	%
Used vehicle retail sales	68.6			65.8			2.8			4.3	%
Used vehicle wholesale sales	2.5			1.3			1.2			97.6	%
Total used	71.1			67.1			4.0			6.0	%
Parts and service sales	308.1			272.5			35.7			13.1	%
F&I, net	199.0			183.9			15.1			8.2	%
Total gross profit	$	728.7		$	667.7		$	61.0		9.1	%
Gross margin:
New vehicle retail sales	7.1		%	7.2		%	(0.1)		%
Used vehicle retail sales	5.7		%	5.7		%	—		%
Used vehicle wholesale sales	2.9		%	1.6		%	1.3		%
Total used	5.5		%	5.5		%	0.1		%
Parts and service sales	55.5		%	54.8		%	0.7		%
Total gross margin	17.4		%	17.0		%	0.4		%
Units sold:
Retail new vehicles sold	41,067			39,273			1,794			4.6	%
Retail used vehicles sold	39,665			38,611			1,054			2.7	%
Wholesale used vehicles sold	9,661			8,964			697			7.8	%
Total used	49,326			47,575			1,751			3.7	%
Average sales price per unit sold:
New vehicle retail	$	51,938		$	51,169		$	769		1.5	%
Used vehicle retail	$	30,335		$	29,834		$	501		1.7	%
Gross profit per unit sold:
New vehicle retail sales	$	3,664		$	3,674		$	(10)		(0.3)	%
Used vehicle retail sales	$	1,730		$	1,705		$	25		1.5	%
Used vehicle wholesale sales	$	259		$	141		$	118		83.3	%
Total used	$	1,442		$	1,410		$	32		2.3	%
F&I PRU	$	2,465		$	2,361		$	104		4.4	%
Other:
SG&A expenses	$	471.6		$	417.6		$	53.9		12.9	%
SG&A as % gross profit	64.7		%	62.5		%	2.2		%

Table of Contents

Same Store Operating Data — U.S.

(In millions, except unit data)

	Three Months Ended June 30,
	2025			2024			Increase/(Decrease)			% Change
Revenues:
New vehicle retail sales	$	2,116.0		$	1,977.0		$	139.0		7.0	%
Used vehicle retail sales	1,193.4			1,135.5			57.9			5.1	%
Used vehicle wholesale sales	85.4			77.1			8.3			10.7	%
Total used	1,278.8			1,212.6			66.2			5.5	%
Parts and service sales	553.1			490.3			62.7			12.8	%
F&I, net	198.1			181.8			16.2			8.9	%
Total revenues	$	4,146.0		$	3,861.8		$	284.2		7.4	%
Gross profit:
New vehicle retail sales	$	148.7		$	141.6		$	7.1		5.0	%
Used vehicle retail sales	68.2			64.6			3.6			5.6	%
Used vehicle wholesale sales	2.5			1.2			1.3			112.0	%
Total used	70.7			65.7			5.0			7.5	%
Parts and service sales	306.8			268.4			38.4			14.3	%
F&I, net	198.1			181.8			16.2			8.9	%
Total gross profit	$	724.3		$	657.6		$	66.7		10.1	%
Gross margin:
New vehicle retail sales	7.0		%	7.2		%	(0.1)		%
Used vehicle retail sales	5.7		%	5.7		%	—		%
Used vehicle wholesale sales	2.9		%	1.5		%	1.4		%
Total used	5.5		%	5.4		%	0.1		%
Parts and service sales	55.5		%	54.7		%	0.7		%
Total gross margin	17.5		%	17.0		%	0.4		%
Units sold:
Retail new vehicles sold	40,802			38,492			2,310			6.0	%
Retail used vehicles sold	39,416			37,946			1,470			3.9	%
Wholesale used vehicles sold	9,591			8,732			859			9.8	%
Total used	49,007			46,678			2,329			5.0	%
Average sales price per unit sold:
New vehicle retail	$	51,861		$	51,361		$	500		1.0	%
Used vehicle retail	$	30,278		$	29,924		$	354		1.2	%
Gross profit per unit sold:
New vehicle retail sales	$	3,645		$	3,678		$	(34)		(0.9)	%
Used vehicle retail sales	$	1,731		$	1,702		$	29		1.7	%
Used vehicle wholesale sales	$	258		$	134		$	124		93.0	%
Total used	$	1,443		$	1,409		$	34		2.4	%
F&I PRU	$	2,469		$	2,379		$	90		3.8	%
Other:
SG&A expenses	$	466.8		$	428.7		$	38.1		8.9	%
SG&A as % gross profit	64.5		%	65.2		%	(0.7)		%

Table of Contents

U.S. Region — Three Months Ended June 30, 2025 Compared to 2024

Revenues

Total revenues in the U.S. during the Current Quarter increased $256.0 million, or 6.5%, as compared to the three months ended June 30, 2024 (“Prior Year Quarter”), driven by higher same store revenues offset by the disposition of stores subsequent to the Prior Year Quarter.

Total same store revenues in the U.S. during the Current Quarter increased $284.2 million, or 7.4%, as compared to the Prior Year Quarter. This increase was driven by higher revenues across all business lines.

New vehicle retail same store revenues outperformed the Prior Year Quarter, driven by more units sold, coupled with higher pricing. This outperformance reflects the resiliency of demand.

We ended the Current Quarter with a U.S. new vehicle inventory supply of 48 days, 14 days lower than the Prior Year Quarter.

Used vehicle retail same store revenues outperformed the Prior Year Quarter, driven by higher pricing, coupled with more units sold. Used vehicle wholesale same store revenues outperformed the Prior Year Quarter, driven by more units sold, coupled with higher pricing.

Parts and service same store revenues outperformed the Prior Year Quarter, driven by increases in customer pay, warranty and wholesale revenues, partially offset by decreases in collision revenues. We are strategically reducing our smaller collision center footprints and repurposing a portion of that space to traditional service capacity, which we expect to increase returns from the higher margin service business. Same store technician headcount increased through our continued technician recruiting and retention efforts, providing greater capacity to meet increased demand.

F&I same store revenues outperformed the Prior Year Quarter, primarily driven by higher same store new and used vehicle units sold, coupled with improvements to finance income per contract, contributing to higher same store F&I gross profit per unit sold.

Gross Profit

Total gross profit in the U.S. during the Current Quarter increased $61.0 million, or 9.1%, as compared to the Prior Year Quarter, driven by higher same store gross profit, partially offset by the disposition of stores subsequent to the Prior Year Quarter.

Total same store gross profit in the U.S. during the Current Quarter increased $66.7 million, or 10.1%, as compared to the Prior Year Quarter, driven by increases across all business lines.

New vehicle retail same store gross profit outperformed the Prior Year Quarter, driven by an increase in units sold, partially offset by a decrease in new vehicle retail same store gross profit per unit sold.

Used vehicle retail same store gross profit outperformed the Prior Year Quarter, primarily driven by higher same store gross profit per unit sold, coupled with higher same store used vehicle retail units sold as described above for used vehicle retail same store revenues. Used vehicle wholesale same store gross profit outperformed the Prior Year Quarter, driven by an increase in same store gross profit per unit sold, coupled with an increase in same store units sold.

Parts and service same store gross profit outperformed the Prior Year Quarter, as described above for parts and service same store revenues.

F&I same store gross profit outperformed the Prior Year Quarter, as described above for F&I same store revenues.

Total same store gross margin in the U.S. increased 44 basis points, primarily driven by an outperformance in parts and service and used vehicle gross margins. This outperformance was partially offset by a decrease in new vehicle gross margins.

SG&A Expenses

SG&A as a percentage of gross profit increased 217 basis points and decreased 74 basis points on an as reported and same store basis, respectively, compared to the Prior Year Quarter.

Total SG&A expenses in the U.S. during the Current Quarter increased $53.9 million, or 12.9%, as compared to the Prior Year Quarter, primarily driven by higher same store SG&A expenses and the acquisition of stores. Total same store SG&A expenses in the U.S. during the Current Quarter, increased $38.1 million, or 8.9%, as compared to the Prior Year Quarter, primarily driven by increased employee related costs and third-party services.

Table of Contents

Reported Operating Data — U.S.

(In millions, except unit data)

	Six Months Ended June 30,
	2025			2024			Increase/(Decrease)			% Change
Revenues:
New vehicle retail sales	$	4,101.6		$	3,809.4		$	292.3		7.7	%
Used vehicle retail sales	2,347.6			2,251.4			96.2			4.3	%
Used vehicle wholesale sales	178.5			158.3			20.2			12.7	%
Total used	2,526.0			2,409.7			116.3			4.8	%
Parts and service sales	1,086.8			992.6			94.2			9.5	%
F&I, net	384.5			355.2			29.2			8.2	%
Total revenues	$	8,098.9		$	7,566.9		$	532.0		7.0	%
Gross profit:
New vehicle retail sales	$	281.1		$	276.2		$	4.9		1.8	%
Used vehicle retail sales	134.4			132.4			2.0			1.5	%
Used vehicle wholesale sales	5.1			2.7			2.4			89.6	%
Total used	139.5			135.1			4.4			3.2	%
Parts and service sales	598.6			540.3			58.3			10.8	%
F&I, net	384.5			355.2			29.2			8.2	%
Total gross profit	$	1,403.7		$	1,306.8		$	96.8		7.4	%
Gross margin:
New vehicle retail sales	6.9		%	7.2		%	(0.4)		%
Used vehicle retail sales	5.7		%	5.9		%	(0.2)		%
Used vehicle wholesale sales	2.8		%	1.7		%	1.2		%
Total used	5.5		%	5.6		%	(0.1)		%
Parts and service sales	55.1		%	54.4		%	0.6		%
Total gross margin	17.3		%	17.3		%	0.1		%
Units sold:
Retail new vehicles sold	78,902			74,614			4,288			5.7	%
Retail used vehicles sold	78,278			76,496			1,782			2.3	%
Wholesale used vehicles sold	19,878			18,052			1,826			10.1	%
Total used	98,156			94,548			3,608			3.8	%
Average sales price per unit sold:
New vehicle retail	$	51,984		$	51,054		$	929		1.8	%
Used vehicle retail	$	29,990		$	29,431		$	559		1.9	%
Gross profit per unit sold:
New vehicle retail sales	$	3,563		$	3,701		$	(139)		(3.7)	%
Used vehicle retail sales	$	1,717		$	1,731		$	(14)		(0.8)	%
Used vehicle wholesale sales	$	255		$	148		$	107		72.2	%
Total used	$	1,421		$	1,429		$	(8)		(0.6)	%
F&I PRU	$	2,446		$	2,351		$	95		4.0	%
Other:
SG&A expenses	$	919.0		$	812.5		$	106.5		13.1	%
SG&A as % gross profit	65.5		%	62.2		%	3.3		%

Table of Contents

Same Store Operating Data — U.S.

(In millions, except unit data)

	Six Months Ended June 30,
	2025			2024			Increase/(Decrease)			% Change
Revenues:
New vehicle retail sales	$	3,993.8		$	3,725.0		$	268.7		7.2	%
Used vehicle retail sales	2,298.7			2,209.2			89.5			4.1	%
Used vehicle wholesale sales	174.0			154.3			19.7			12.8	%
Total used	2,472.7			2,363.6			109.2			4.6	%
Parts and service sales	1,062.7			973.1			89.6			9.2	%
F&I, net	377.7			349.4			28.3			8.1	%
Total revenues	$	7,906.9		$	7,411.1		$	495.8		6.7	%
Gross profit:
New vehicle retail sales	$	270.4		$	269.6		$	0.8		0.3	%
Used vehicle retail sales	131.5			129.8			1.7			1.3	%
Used vehicle wholesale sales	5.0			2.5			2.4			97.0	%
Total used	136.4			132.3			4.2			3.2	%
Parts and service sales	583.5			529.4			54.1			10.2	%
F&I, net	377.7			349.4			28.3			8.1	%
Total gross profit	$	1,368.0		$	1,280.7		$	87.3		6.8	%
Gross margin:
New vehicle retail sales	6.8		%	7.2		%	(0.5)		%
Used vehicle retail sales	5.7		%	5.9		%	(0.2)		%
Used vehicle wholesale sales	2.9		%	1.6		%	1.2		%
Total used	5.5		%	5.6		%	(0.1)		%
Parts and service sales	54.9		%	54.4		%	0.5		%
Total gross margin	17.3		%	17.3		%	—		%
Units sold:
Retail new vehicles sold	76,755			72,684			4,071			5.6	%
Retail used vehicles sold	76,673			74,887			1,786			2.4	%
Wholesale used vehicles sold	19,376			17,487			1,889			10.8	%
Total used	96,049			92,374			3,675			4.0	%
Average sales price per unit sold:
New vehicle retail	$	52,032		$	51,249		$	783		1.5	%
Used vehicle retail	$	29,981		$	29,501		$	480		1.6	%
Gross profit per unit sold:
New vehicle retail sales	$	3,523		$	3,709		$	(186)		(5.0)	%
Used vehicle retail sales	$	1,715		$	1,733		$	(18)		(1.0)	%
Used vehicle wholesale sales	$	256		$	144		$	112		77.8	%
Total used	$	1,421		$	1,432		$	(11)		(0.8)	%
F&I PRU	$	2,462		$	2,368		$	94		4.0	%
Other:
SG&A expenses	$	902.1		$	841.5		$	60.5		7.2	%
SG&A as % gross profit	65.9		%	65.7		%	0.2		%

Table of Contents

U.S. Region — Six Months Ended June 30, 2025 Compared to 2024

Revenues

Total revenues in the U.S. during the six months ended June 30, 2025 (“Current Year”) increased $532.0 million, or 7.0%, as compared to the six months ended June 30, 2024 (“Prior Year”), driven by higher same store revenues and the acquisition of stores.

Total same store revenues in the U.S. during the Current Year increased $495.8 million, or 6.7%, as compared to the Prior Year. This increase was driven by higher revenues across all business lines.

New vehicle retail same store revenues outperformed the Prior Year, driven by more units sold, coupled with higher pricing. This outperformance reflects the resiliency of demand. We ended the Current Year with a U.S. new vehicle inventory supply of 48 days, 14 days lower than the Prior Year.

Used vehicle retail same store revenues outperformed the Prior Year, driven by higher pricing, coupled with more units sold. Used vehicle wholesale same store revenues outperformed the Prior Year, driven by more units sold, coupled with higher pricing.

Parts and service same store revenues outperformed the Prior Year, driven by increases in customer pay, warranty and wholesale revenues, partially offset by a decrease in collision revenues. We are strategically reducing our collision footprint and repurposing a portion of that space to traditional service capacity, which we expect to increase returns from the higher margin service business. Same store technician headcount increased through our continued technician recruiting and retention efforts, providing greater capacity to meet increased demand.

F&I same store revenues outperformed the Prior Year, primarily driven by higher same store new and used vehicle units sold, coupled with higher same store F&I gross profit per unit sold. Improved penetration rates across most product offerings contributed to the higher same store F&I gross profit per unit sold.

Gross Profit

Total gross profit in the U.S. during the Current Year increased $96.8 million, or 7.4%, as compared to the Prior Year, driven by higher same store gross profit and the acquisition of stores.

Total same store gross profit in the U.S. during the Current Year increased $87.3 million, or 6.8%, as compared to the Prior Year, driven by increases across all business lines.

New vehicle retail same store gross profit outperformed the Prior Year, driven by an increase in units sold, partially offset by a decrease in new vehicle retail same store gross profit per unit sold.

Used vehicle retail same store gross profit outperformed the Prior Year, primarily driven by higher same store used vehicle retail units sold, partially offset by lower same store gross profit per unit sold as described above for used vehicle retail same store revenues. Used vehicle wholesale same store gross profit outperformed the Prior Year, driven by an increase in same store gross profit per unit sold, coupled with an increase in same store units sold.

Parts and service same store gross profit outperformed the Prior Year, as described above for parts and service same store revenues.

F&I same store gross profit outperformed the Prior Year, as described above for F&I same store revenues.

Total same store gross margin in the U.S. remained flat for the Current Year as compared to the Prior Year.

SG&A Expenses

SG&A as a percentage of gross profit increased 330 basis points and 23 basis points on an as reported and same store basis, respectively, as compared to the Prior Year.

Total SG&A expenses in the U.S. during the Current Year increased $106.5 million, or 13.1%, as compared to the Prior Year, primarily driven by higher same store SG&A expenses and the acquisition of stores. Total same store SG&A expenses in the U.S. during the Current Year increased $60.5 million, or 7.2%, as compared to the Prior Year, primarily driven by increased employee related costs, third-party services and higher facility related expenses.

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Reported Operating Data — U.K.

(In millions, except unit data)

	Three Months Ended June 30,
	2025			2024			Increase/ (Decrease)			% Change		Currency Impact on Current Period Results		Constant Currency % Change
Revenues:
New vehicle retail sales	$	602.5		$	354.6		$	247.9		69.9	%	$	33.7	60.4	%
Used vehicle retail sales	645.0			301.3			343.7			114.1	%	35.5		102.3	%
Used vehicle wholesale sales	77.3			25.9			51.4			198.8	%	4.3		182.3	%
Total used	722.2			327.1			395.1			120.8	%	39.8		108.6	%
Parts and service sales	162.8			77.1			85.7			111.2	%	9.0		99.5	%
F&I, net	38.8			16.3			22.5			138.3	%	2.2		125.0	%
Total revenues	$	1,526.4		$	775.2		$	751.2		96.9	%	$	84.7	86.0	%
Gross profit:
New vehicle retail sales	$	47.9		$	25.7		$	22.1		86.0	%	$	2.7	75.5	%
Used vehicle retail sales	27.8			14.8			12.9			87.3	%	1.5		77.0	%
Used vehicle wholesale sales	(2.0)			(2.4)			0.4			16.5	%	(0.1)		20.8	%
Total used	25.8			12.4			13.3			107.3	%	1.4		96.0	%
Parts and service sales	94.7			44.4			50.3			113.4	%	5.3		101.5	%
F&I, net	38.8			16.3			22.5			138.3	%	2.2		125.0	%
Total gross profit	$	207.1		$	98.8		$	108.3		109.6	%	$	11.5	97.9	%
Gross margin:
New vehicle retail sales	7.9		%	7.3		%	0.7		%
Used vehicle retail sales	4.3		%	4.9		%	(0.6)		%
Used vehicle wholesale sales	(2.6)		%	(9.3)		%	6.7		%
Total used	3.6		%	3.8		%	(0.2)		%
Parts and service sales	58.1		%	57.5		%	0.6		%
Total gross margin	13.6		%	12.7		%	0.8		%
Units sold:
Retail new vehicles sold	14,696			8,388			6,308			75.2	%
Retail used vehicles sold	20,575			10,649			9,926			93.2	%
Wholesale used vehicles sold	7,369			2,855			4,514			158.1	%
Total used	27,944			13,504			14,440			106.9	%
Average sales price per unit sold:
New vehicle retail	$	46,163		$	44,235		$	1,928		4.4	%	$	2,582	(1.5)	%
Used vehicle retail	$	31,444		$	28,293		$	3,152		11.1	%	$	1,732	5.0	%
Gross profit per unit sold:
New vehicle retail sales	$	3,259		$	3,069		$	189		6.2	%	$	183	0.2	%
Used vehicle retail sales	$	1,350		$	1,392		$	(43)		(3.1)	%	$	74	(8.4)	%
Used vehicle wholesale sales	$	(272)		$	(842)		$	569		67.7	%	$	(14)	69.3	%
Total used	$	922		$	920		$	2		0.2	%	$	51	(5.3)	%
F&I PRU	$	1,099		$	855		$	244		28.6	%	$	61	21.5	%
Other:
SG&A expenses	$	174.5		$	79.6		$	94.9		119.3	%	$	9.6	107.2	%
SG&A as % gross profit	84.3		%	80.5		%	3.7		%

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Same Store Operating Data — U.K.

(In millions, except unit data)

	Three Months Ended June 30,
	2025			2024			Increase/ (Decrease)			% Change		Currency Impact on Current Period Results		Constant Currency % Change
Revenues:
New vehicle retail sales	$	341.1		$	354.6		$	(13.6)		(3.8)	%	$	19.2	(9.2)	%
Used vehicle retail sales	339.7			301.3			38.4			12.7	%	18.7		6.5	%
Used vehicle wholesale sales	36.2			25.9			10.3			39.9	%	2.0		32.2	%
Total used	375.9			327.1			48.7			14.9	%	20.7		8.6	%
Parts and service sales	80.6			74.3			6.3			8.5	%	4.5		2.4	%
F&I, net	21.0			16.3			4.7			28.7	%	1.2		21.6	%
Total revenues	$	818.5		$	772.4		$	46.2		6.0	%	$	45.5	0.1	%
Gross profit:
New vehicle retail sales	$	23.8		$	25.7		$	(2.0)		(7.6)	%	$	1.4	(12.9)	%
Used vehicle retail sales	16.0			14.8			1.2			7.9	%	0.9		2.0	%
Used vehicle wholesale sales	(1.6)			(2.4)			0.8			34.0	%	(0.1)		37.9	%
Total used	14.4			12.4			2.0			16.0	%	0.8		9.8	%
Parts and service sales	48.3			43.1			5.2			12.0	%	2.7		5.8	%
F&I, net	21.0			16.3			4.7			28.7	%	1.2		21.6	%
Total gross profit	$	107.4		$	97.5		$	9.9		10.1	%	$	6.0	4.0	%
Gross margin:
New vehicle retail sales	7.0		%	7.3		%	(0.3)		%
Used vehicle retail sales	4.7		%	4.9		%	(0.2)		%
Used vehicle wholesale sales	(4.4)		%	(9.3)		%	4.9		%
Total used	3.8		%	3.8		%	—		%
Parts and service sales	59.9		%	58.0		%	1.9		%
Total gross margin	13.1		%	12.6		%	0.5		%
Units sold:
Retail new vehicles sold	7,763			8,388			(625)			(7.5)	%
Retail used vehicles sold	11,552			10,649			903			8.5	%
Wholesale used vehicles sold	3,829			2,855			974			34.1	%
Total used	15,381			13,504			1,877			13.9	%
Average sales price per unit sold:
New vehicle retail	$	46,376		$	44,235		$	2,141		4.8	%	$	2,604	(1.0)	%
Used vehicle retail	$	29,515		$	28,293		$	1,222		4.3	%	$	1,625	(1.4)	%
Gross profit per unit sold:
New vehicle retail sales	$	3,063		$	3,069		$	(6)		(0.2)	%	$	174	(5.9)	%
Used vehicle retail sales	$	1,385		$	1,392		$	(7)		(0.5)	%	$	76	(5.9)	%
Used vehicle wholesale sales	$	(414)		$	(842)		$	427		50.8	%	$	(25)	53.7	%
Total used	$	937		$	920		$	17		1.9	%	$	51	(3.6)	%
F&I PRU	$	1,085		$	855		$	230		26.9	%	$	60	19.9	%
Other:
SG&A expenses	$	87.0		$	78.2		$	8.7		11.2	%	$	4.8	5.1	%
SG&A as % gross profit	81.0		%	80.2		%	0.7		%

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U.K. Region — Three Months Ended June 30, 2025 Compared to 2024

Retail new and used vehicle units sold include new and used vehicle agency units. The agency units and related revenues are excluded from the calculation of the average sales price per unit sold for new vehicles as only the sales commission is reported within revenues. The agency units and related net revenues are included in the calculation of gross profit per unit sold. The GBP to USD foreign currency exchange rate has fluctuated from £1 to $1.265 at June 30, 2024, to £1 to $1.372 at June 30, 2025, or an increase in the value of the GBP of 8.4%.

Revenues

Total revenues in the U.K. during the Current Quarter increased $751.2 million, or 96.9%, as compared to the Prior Year Quarter, primarily driven by the acquisition of stores, higher same store revenues, and changes in foreign currency exchange rates.

Total same store revenues in the U.K. during the Current Quarter increased $46.2 million, or 6.0%, as compared to the Prior Year Quarter, primarily driven by outperformances across all lines of business except new vehicle retail. On a constant currency basis, same store revenues increased 0.1%, driven by the same outperformances.

New vehicle retail same store revenues, on a constant currency basis, underperformed the Prior Year Quarter, driven by lower units sold, coupled with lower pricing. The Current Quarter ended with a U.K. new vehicle inventory supply of 32 days, three days lower than the Prior Year Quarter.

Used vehicle retail same store revenues, on a constant currency basis, outperformed the Prior Year Quarter, driven by more units sold, partially offset by lower pricing.

Used vehicle wholesale same store revenues, on a constant currency basis, outperformed the Prior Year Quarter, primarily driven by an increase in wholesale used vehicle units sold.

Parts and service same store revenues, on a constant currency basis, outperformed the Prior Year Quarter, driven by increases in customer pay, partially offset by decreases in warranty, wholesale and collision revenues. We have invested in improvements to our U.K. customer contact center, streamlining operations to make scheduling appointments easier for customers, resulting in an increase in parts and service activity driving an increase in revenues as compared to the Prior Year Quarter.

F&I, net same store revenues, on a constant currency basis, outperformed the Prior Year Quarter, driven by higher income per contract on most of our F&I products, improved penetration rates and an increase in used vehicle retail units sold.

Gross Profit

Total gross profit in the U.K. during the Current Quarter increased $108.3 million, or 109.6%, as compared to the Prior Year Quarter, driven by the acquisition of stores and higher same store gross profit.

Total same store gross profit in the U.K. during the Current Quarter increased $9.9 million, or 10.1%, as compared to the Prior Year Quarter. On a constant currency basis, total same store gross profit increased 4.0%, driven by increases from used vehicle retail, used vehicle wholesale, parts and service and F&I, partially offset by downward pressure on new vehicle retail margins.

New vehicle retail same store gross profit, on a constant currency basis, underperformed the Prior Year Quarter, primarily due to a decrease in units sold, coupled by a decrease in new vehicle retail gross profit per unit sold as a result of an industry wide increase in vehicle inventory production generating downward pressure on new vehicle margins.

Used vehicle retail same store gross profit, on a constant currency basis, outperformed the Prior Year Quarter, driven by an increase in used vehicle retail units sold, partially offset by a decrease in used vehicle retail same store gross profit per unit sold.

Parts and service same store gross profit, on a constant currency basis, outperformed the Prior Year Quarter, driven by increases in parts and service same store revenues, as discussed above.

F&I same store gross profit, on a constant currency basis, outperformed the Prior Year Quarter, as described above in F&I same store revenues.

Total same store gross margin in the U.K. increased 50 basis points, primarily driven by improvements in parts and service and used vehicle wholesale gross margins. This increase was partially offset by underperformances in new and used vehicle retail gross margins.

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SG&A Expenses

SG&A as a percentage of gross profit increased by 373 and 75 basis points on an as reported and same store basis, respectively, compared to the Prior Year Quarter.

Total SG&A expenses in the U.K. during the Current Quarter increased $94.9 million, or 119.3%, as compared to the Prior Year Quarter. Total same store SG&A expenses in the U.K. during the Current Quarter increased $8.7 million, or 11.2%, as compared to the Prior Year Quarter. On a constant currency basis, total same store SG&A expenses increased 5.1%. The increases on a total same store basis were primarily driven by outside services and professional fees, coupled with increased employee related costs and facilities fees, offset by lower legal expenses and advertising costs, compared to the Prior Year Quarter.

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Reported Operating Data — U.K.

(In millions, except unit data)

	Six Months Ended June 30,
	2025			2024			Increase/ (Decrease)			% Change		Currency Impact on Current Period Results		Constant Currency % Change
Revenues:
New vehicle retail sales	$	1,313.8		$	737.4		$	576.4		78.2	%	$	34.1	73.5	%
Used vehicle retail sales	1,256.0			618.6			637.5			103.1	%	31.5		98.0	%
Used vehicle wholesale sales	136.9			52.0			84.9			163.1	%	4.0		155.5	%
Total used	1,392.9			670.6			722.3			107.7	%	35.5		102.4	%
Parts and service sales	323.7			158.2			165.5			104.6	%	7.9		99.6	%
F&I, net	79.5			33.8			45.8			135.5	%	2.0		129.6	%
Total revenues	$	3,109.9		$	1,600.0		$	1,509.9		94.4	%	$	79.4	89.4	%
Gross profit:
New vehicle retail sales	$	106.9		$	53.4		$	53.5		100.2	%	$	2.8	95.0	%
Used vehicle retail sales	55.5			30.3			25.2			83.3	%	1.3		78.9	%
Used vehicle wholesale sales	(3.1)			(4.7)			1.7			35.2	%	(0.1)		36.9	%
Total used	52.5			25.6			26.9			105.1	%	1.2		100.3	%
Parts and service sales	185.1			89.6			95.6			106.7	%	4.7		101.5	%
F&I, net	79.5			33.8			45.8			135.5	%	2.0		129.6	%
Total gross profit	$	424.0		$	202.3		$	221.7		109.6	%	$	10.7	104.3	%
Gross margin:
New vehicle retail sales	8.1		%	7.2		%	0.9		%
Used vehicle retail sales	4.4		%	4.9		%	(0.5)		%
Used vehicle wholesale sales	(2.2)		%	(9.1)		%	6.8		%
Total used	3.8		%	3.8		%	—		%
Parts and service sales	57.2		%	56.6		%	0.6		%
Total gross margin	13.6		%	12.6		%	1.0		%
Units sold:
Retail new vehicles sold	32,960			17,349			15,611			90.0	%
Retail used vehicles sold	41,580			21,947			19,633			89.5	%
Wholesale used vehicles sold	13,506			5,595			7,911			141.4	%
Total used	55,086			27,542			27,544			100.0	%
Average sales price per unit sold:
New vehicle retail	$	45,327		$	44,459		$	868		2.0	%	$	1,174	(0.7)	%
Used vehicle retail	$	30,261		$	28,185		$	2,076		7.4	%	$	760	4.7	%
Gross profit per unit sold:
New vehicle retail sales	$	3,243		$	3,078		$	166		5.4	%	$	84	2.6	%
Used vehicle retail sales	$	1,336		$	1,381		$	(45)		(3.2)	%	$	32	(5.6)	%
Used vehicle wholesale sales	$	(226)		$	(842)		$	616		73.2	%	$	(6)	73.9	%
Total used	$	953		$	929		$	24		2.6	%	$	23	0.1	%
F&I PRU	$	1,067		$	859		$	208		24.2	%	$	27	21.1	%
Other:
SG&A expenses	$	344.3		$	160.8		$	183.5		114.1	%	$	8.5	108.8	%
SG&A as % gross profit	81.2		%	79.5		%	1.7		%

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Same Store Operating Data — U.K.

(In millions, except unit data)

	Six Months Ended June 30,
	2025			2024			Increase/ (Decrease)			% Change		Currency Impact on Current Period Results		Constant Currency % Change
Revenues:
New vehicle retail sales	$	741.7		$	737.4		$	4.3		0.6	%	$	19.2	(2.0)	%
Used vehicle retail sales	670.9			618.6			52.3			8.5	%	16.6		5.8	%
Used vehicle wholesale sales	63.8			52.0			11.7			22.6	%	1.9		19.0	%
Total used	734.7			670.6			64.1			9.6	%	18.5		6.8	%
Parts and service sales	160.9			152.5			8.5			5.5	%	3.9		3.0	%
F&I, net	43.0			33.8			9.3			27.5	%	1.1		24.3	%
Total revenues	$	1,680.3		$	1,594.3		$	86.1		5.4	%	$	42.6	2.7	%
Gross profit:
New vehicle retail sales	$	52.0		$	53.4		$	(1.4)		(2.5)	%	$	1.4	(5.2)	%
Used vehicle retail sales	30.6			30.3			0.3			0.9	%	0.8		(1.7)	%
Used vehicle wholesale sales	(1.6)			(4.7)			3.1			65.8	%	(0.1)		67.7	%
Total used	29.0			25.6			3.4			13.2	%	0.7		10.5	%
Parts and service sales	94.4			86.9			7.4			8.6	%	2.4		5.8	%
F&I, net	43.0			33.8			9.3			27.5	%	1.1		24.3	%
Total gross profit	$	218.4		$	199.7		$	18.7		9.4	%	$	5.6	6.6	%
Gross margin:
New vehicle retail sales	7.0		%	7.2		%	(0.2)		%
Used vehicle retail sales	4.6		%	4.9		%	(0.3)		%
Used vehicle wholesale sales	(2.5)		%	(9.1)		%	6.5		%
Total used	3.9		%	3.8		%	0.1		%
Parts and service sales	58.6		%	57.0		%	1.6		%
Total gross margin	13.0		%	12.5		%	0.5		%
Units sold:
Retail new vehicles sold	17,208			17,349			(141)			(0.8)	%
Retail used vehicles sold	23,475			21,947			1,528			7.0	%
Wholesale used vehicles sold	7,020			5,595			1,425			25.5	%
Total used	30,495			27,542			2,953			10.7	%
Average sales price per unit sold:
New vehicle retail	$	45,540		$	44,459		$	1,081		2.4	%	$	1,175	(0.2)	%
Used vehicle retail	$	28,641		$	28,185		$	455		1.6	%	$	709	(0.9)	%
Gross profit per unit sold:
New vehicle retail sales	$	3,024		$	3,078		$	(53)		(1.7)	%	$	82	(4.4)	%
Used vehicle retail sales	$	1,303		$	1,381		$	(78)		(5.6)	%	$	34	(8.1)	%
Used vehicle wholesale sales	$	(229)		$	(842)		$	612		72.7	%	$	(13)	74.3	%
Total used	$	950		$	929		$	21		2.3	%	$	23	(0.2)	%
F&I PRU	$	1,058		$	859		$	199		23.1	%	$	26	20.1	%
Other:
SG&A expenses	$	172.6		$	158.1		$	14.5		9.2	%	$	4.2	6.5	%
SG&A as % gross profit	79.0		%	79.2		%	(0.1)		%

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U.K. Region — Six Months Ended June 30, 2025 Compared to 2024

Retail new and used vehicle units sold include new and used vehicle agency units. The agency units and related revenues are excluded from the calculation of the average sales price per unit sold for new vehicles as only the sales commission is reported within revenues. The agency units and related net revenues are included in the calculation of gross profit per unit sold. The GBP to USD foreign currency exchange rate has fluctuated from £1 to $1.265 at June 30, 2024, to £1 to $1.372 at June 30, 2025, or an increase in the value of the GBP of 8.4%.

Revenues

Total revenues in the U.K. during the Current Year increased $1,509.9 million, or 94.4%, as compared to the Prior Year, primarily driven by the acquisition of stores, higher same stores revenues, and changes in foreign currency exchange rates.

Total same store revenues in the U.K. during the Current Year increased $86.1 million, or 5.4%, as compared to the Prior Year, primarily driven by outperformances across all lines of business except new vehicle retail. On a constant currency basis, same store revenues increased 2.7%, driven by the same outperformances.

New vehicle retail same store revenues, on a constant currency basis, underperformed the Prior Year, driven by less units sold. We ended the Current Year with a U.K. new vehicle inventory supply of 32 days, three days lower than the Prior Year.

Used vehicle retail same store revenues, on a constant currency basis, outperformed the Prior Year, driven by more units sold, partially offset by lower pricing.

Used vehicle wholesale same store revenues, on a constant currency basis, outperformed the Prior Year, primarily driven by an increase in wholesale used vehicle units sold.

Parts and service same store revenues, on a constant currency basis, outperformed the Prior Year, driven by increases in customer pay and collisions revenue, partially offset by decreases in warranty and wholesale revenues. We have invested in improvements to our U.K. customer contact center, streamlining operations to make scheduling appointments easier for customers, resulting in an increase in parts and service activity driving an increase in revenues as compared to the Prior Year.

F&I, net same store revenues, on a constant currency basis, outperformed the Prior Year, driven by higher income per contract on most of our F&I products, improved penetration rates and an increase in used vehicle retail units sold.

Gross Profit

Total gross profit in the U.K. during the Current Year increased $221.7 million, or 109.6%, as compared to the Prior Year Quarter, driven by the acquisition of stores and higher same store gross profit.

Total same store gross profit in the U.K. during the Current Year increased $18.7 million, or 9.4%, as compared to the Prior Year. On a constant currency basis, total same store gross profit increased 6.6%, driven by increases in used vehicle wholesale, parts and services and F&I, partially offset by downward pressure on new and used vehicle retail margins.

New vehicle retail same store gross profit, on a constant currency basis, underperformed the Prior Year, primarily due to a decrease in units sold, coupled with a decrease in new vehicle retail gross profit per unit sold.

Used vehicle retail same store gross profit, on a constant currency basis, underperformed the Prior Year, driven by a decrease in used vehicle retail same store gross profit per unit sold, partially offset by an increase in used vehicle retail units sold.

Parts and service same store gross profit, on a constant currency basis, outperformed the Prior Year, driven by increases in parts and service same store revenues, as discussed above.

F&I same store gross profit, on a constant currency basis, outperformed the Prior Year, as described above in F&I same store revenues.

Total same store gross margin in the U.K. increased 47 basis points, primarily driven by improvements in parts and service and used vehicle wholesale gross margins. This increase was partially offset by underperformances in new and used vehicle retail gross margins.

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SG&A Expenses

SG&A as a percentage of gross profit increased by 170 and decreased by 15 basis points on an as reported and same store basis, respectively, compared to the Prior Year.

Total SG&A expenses in the U.K. during the Current Year increased $183.5 million, or 114.1%, as compared to the Prior Year. Total same store SG&A expenses in the U.K. during the Current Year increased $14.5 million, or 9.2%, as compared to the Prior Year. On a constant currency basis, total same store SG&A expenses increased 6.5%. These increases on a total same store basis were primarily driven by fees associated with acquisitions, coupled with increased employee related costs and facilities fees, offset by lower legal expenses and advertising costs, compared to the Prior Year.

Consolidated Selected Comparisons — Three and Six Months Ended June 30, 2025 Compared to 2024

The following table (in millions) and discussion of our results of operations are on a consolidated basis, unless otherwise noted.

	Three Months Ended June 30,
	2025		2024		Increase/ (Decrease)		% Change
Depreciation and amortization expense	$	28.7	$	28.2	$	0.5	1.9	%
Asset impairments	$	0.4	$	—	$	0.4	100.0	%
Restructuring charges	$	7.6	$	—	$	7.6	100.0	%
Floorplan interest expense	$	26.4	$	24.7	$	1.8	7.1	%
Other interest expense, net	$	42.7	$	33.4	$	9.3	27.9	%
Provision for income taxes	$	44.0	$	45.2	$	(1.1)	(2.5)	%
	Six Months Ended June 30,
	2025		2024		Increase/ (Decrease)		% Change
Depreciation and amortization expense	$	58.0	$	52.0	$	6.0	11.5	%
Asset impairments	$	0.8	$	—	$	0.8	100.0	%
Restructuring Charges	$	18.7	$	—	$	18.7	100.0	%
Floorplan interest expense	$	53.3	$	45.2	$	8.1	18.0	%
Other interest expense, net	$	82.5	$	62.7	$	19.8	31.5	%
Provision for income taxes	$	83.8	$	91.0	$	(7.2)	(8.0)	%

Depreciation and Amortization Expense

Depreciation and amortization expense for the Current Quarter and Current Year was higher compared to the Prior Year Quarter and Prior Year, primarily driven by acquired property and equipment in our U.S. and U.K. regions, as we continue to strategically add dealership related real estate and facilities to our investment portfolio and make improvements to our existing facilities intended to enhance the profitability of our dealerships and improve the overall customer experience.

Asset Impairments

Asset impairments totaled $0.4 million in the Current Quarter and $0.8 million in the Current Year. During the Current Year, we recognized an impairment charge of $2.7 million associated with the termination of certain franchises in the U.K., partially offset by a $2.3 million gain recognized as a result of an increase in value during the Current Year of previously impaired assets held for sale.

Restructuring Charges

During the Current Quarter and Current Year, we incurred $7.6 million and $18.7 million of restructuring charges, respectively. Restructuring charges primarily consist of planned workforce realignment, strategic closing of certain facilities and systems integrations, among other efforts to increase operational efficiency and profitability in connection with the integration of the Inchcape Retail acquisition with our U.K. business.

Refer to Note 4. Restructuring within our Notes to Condensed Consolidated Financial Statements for further discussion of our restructuring plan.

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Floorplan Interest Expense

Our floorplan interest expense fluctuates with changes in our outstanding borrowings and associated interest rates, which are based on SOFR, the U.S. prime rate or other benchmark rates. Outstanding borrowings largely fluctuate based on our levels of new and used vehicle inventory. To mitigate the impact of interest rate fluctuations, we employ an interest rate hedging strategy, whereby we swap variable interest rate exposure on a portion of our borrowings for a fixed interest rate.

Total floorplan interest expense during the Current Quarter increased $1.8 million, or 7.1%, as compared to the Prior Year Quarter. For the Current Year, floorplan interest expense increased $8.1 million, or 18.0%, as compared to the Prior Year. The increase in floorplan interest expense during the Current Quarter and Current Year was driven primarily by an increase in used vehicle inventories.

Refer to Note 7. Financial Instruments and Fair Value Measurements within our Notes to Condensed Consolidated Financial Statements for additional discussion of interest rate swaps.

Other Interest Expense, Net

Other interest expense, net consists of interest charges primarily on our 4.00% Senior Notes, 6.375% Senior Notes, real estate related debt and other debt, partially offset by interest income.

Other interest expense, net during the Current Quarter, increased $9.3 million, or 27.9%, as compared to the Prior Year Quarter. For the Current Year, other interest expense, net, increased $19.8 million, or 31.5%, as compared to the Prior Year. The increase in other interest expense, net during the Current Quarter and Current Year was primarily attributable to interest expense associated with the 6.375% Senior Notes issued in 2024, as well as additional interest expense attributable to other debt. Refer to Note 9. Debt within our Notes to Condensed Consolidated Financial Statements for additional discussion of our debt.

Provision for Income Taxes

Provision for income taxes of $44.0 million during the Current Quarter decreased by $1.1 million, or 2.5%, as compared to the Prior Year Quarter. For the Current Year, our provision for income taxes of $83.8 million decreased by $7.2 million, or 8.0%, as compared to the Prior Year. The tax expense decrease and the tax rate decrease in the Current Quarter and Current Year, as compared to the Prior Year Quarter and Prior Year, were primarily due to lower taxable gains on asset dispositions.

We believe that it is more-likely-than-not that our deferred tax assets, net of valuation allowances provided, will be realized, based primarily on assumptions of our future taxable income, considering future reversals of existing taxable temporary differences.

Liquidity and Capital Resources

Our liquidity and capital resources are primarily derived from cash on hand, cash temporarily invested as a pay down of our U.S. Floorplan Line and FMCC Facility levels (refer to Note 10. Floorplan Notes Payable within our Notes to Condensed Consolidated Financial Statements for additional information), cash from operations, borrowings under our credit facilities, working capital, dealership and real estate acquisition financing and proceeds from debt and equity offerings. We anticipate we will generate sufficient cash flows from operations, coupled with cash on hand and available borrowing capacity under our credit facilities, to fund our working capital requirements, service our debt and meet any other recurring operating expenditures.

Available Liquidity Resources

We had the following sources of liquidity available (in millions):

	June 30, 2025
Cash and cash equivalents	$	52.7
Floorplan offset accounts	321.0
Available capacity under Acquisition Line	738.6
Total liquidity	$	1,112.3

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Cash Flows

We arrange our new and used vehicle inventory floorplan financing through lenders affiliated with our vehicle manufacturers and our Revolving Credit Facility. In accordance with U.S. GAAP, we report floorplan financed with lenders affiliated with our vehicle manufacturers (excluding the cash flows from or to manufacturer-affiliated lenders participating in our syndicated lending group) within Cash Flows from Operating Activities in the Condensed Consolidated Statements of Cash Flows. We report floorplan financed with the Revolving Credit Facility (including the cash flows from or to manufacturer-affiliated lenders participating in the facility) and other credit facilities in the U.K. unaffiliated with our manufacturer partners, within Cash Flows from Financing Activities in the Condensed Consolidated Statements of Cash Flows. Refer to Note 10. Floorplan Notes Payable within our Notes to Condensed Consolidated Financial Statements for additional discussion of our Revolving Credit Facility.

However, we believe that all floorplan financing of inventory purchases in the normal course of business should correspond with the related inventory activity and be classified as an operating activity. As a result, we use the non-GAAP measure “Adjusted net cash provided by/used in operating activities” and “Adjusted net cash provided by/used in financing activities” to further evaluate our cash flows. We believe that this classification eliminates excess volatility in our operating cash flows prepared in accordance with U.S. GAAP. In addition, floorplan financing associated with dealership acquisitions and dispositions are classified as investing activities on an adjusted basis to eliminate excess volatility in our operating cash flows prepared in accordance with U.S. GAAP.

The following table reconciles cash flows on a U.S. GAAP basis to the corresponding adjusted amounts (in millions):

	Six Months Ended June 30,
	2025		2024
CASH FLOWS FROM OPERATING ACTIVITIES:
Net cash provided by operating activities:	$	410.3	$	129.8
Change in Floorplan notes payable — credit facilities and other, excluding floorplan offset and net acquisitions and dispositions	(58.0)		195.7
Change in Floorplan notes payable — manufacturer affiliates associated with net acquisitions and dispositions and floorplan offset activity	(2.0)		(23.8)
Adjusted net cash provided by operating activities	$	350.4	$	301.7
CASH FLOWS FROM INVESTING ACTIVITIES:
Net cash used in investing activities:	$	(371.3)	$	(669.0)
Change in cash paid for acquisitions, associated with Floorplan notes payable	26.8		50.3
Change in proceeds from disposition of franchises, property and equipment, associated with Floorplan notes payable	(18.2)		(25.3)
Adjusted net cash used in investing activities	$	(362.7)	$	(644.0)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net cash (used in) provided by financing activities:	$	(27.2)	$	546.4
Change in Floorplan notes payable, excluding floorplan offset	51.2		(197.0)
Adjusted net cash provided by financing activities	$	24.1	$	349.4

Sources and Uses of Liquidity from Operating Activities — Six Months Ended June 30, 2025 Compared to 2024

For the Current Year, net cash provided by operating activities increased by $280.6 million, as compared to the Prior Year. On an adjusted basis for the same period, adjusted net cash provided by operating activities increased by $48.7 million. The increase on an adjusted basis was primarily driven by a $46.7 million decrease in non-cash gain on disposition of assets, a $38.5 million decrease in accounts and notes receivable, partially offset by a $17.4 million decrease in net income.

Sources and Uses of Liquidity from Investing Activities — Six Months Ended June 30, 2025 Compared to 2024

For the Current Year, net cash used in investing activities decreased by $297.7 million, as compared to the Prior Year. On an adjusted basis for the same period, adjusted net cash used in investing activities decreased by $281.4 million, primarily due to a $346.4 million decrease in acquisition activity and an $83.4 million decrease in escrow payments for acquisitions, partially offset by a $117.9 million decrease in proceeds from the disposition of franchises and property and equipment.

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Capital Expenditures

Our capital expenditures include costs to extend the useful lives of current dealership facilities, as well as to start or expand operations. In general, expenditures relating to the construction or expansion of dealership facilities are driven by dealership acquisition activity, new franchises being granted to us by a manufacturer, significant growth in sales at an existing facility, relocation opportunities or manufacturer imaging programs. We critically evaluate all planned future capital spending, working closely with our manufacturer partners to maximize the return on our investments.

For the Current Year, $123.9 million was used to purchase property and equipment.

Sources and Uses of Liquidity from Financing Activities — Six Months Ended June 30, 2025 Compared to 2024

For the Current Year, net cash used in financing activities increased by $573.5 million, as compared to the Prior Year. On an adjusted basis for the same period, adjusted net cash provided by financing activities decreased by $325.3 million. The decrease in net cash provided by financing activities on an adjusted basis was primarily driven by decreases in net borrowings of real estate-related and other debt of $386.4 million, decreases in net borrowings on our U.S. Floorplan line of $213.8 million (representing the net cash activity in our floorplan offset account), and a $67.5 million increase in repurchases of common stock. These decreases were partially offset by a $346.1 million increase in net borrowings on the Acquisition Line.

Credit Facilities, Debt Instruments and Other Financing Arrangements

Our various credit facilities, debt instruments and other financing arrangements are used to finance the purchase of inventory and real estate, provide acquisition funding and provide working capital for general corporate purposes.

The following table summarizes the commitment of our credit facilities as of June 30, 2025 (in millions):

	Total<br>Commitment		Outstanding		Available
U.S. Floorplan Line (1)	$	1,750.0	$	967.0	$	783.0
Acquisition Line (2)	1,750.0		421.8		738.6
Total revolving credit facility	3,500.0		1,388.8		1,521.6
FMCC Facility (3)	200.0		153.2		46.8
GM Financial Facility (4)	348.1		173.6		174.5
Total U.S. credit facilities (5)	$	4,048.1	$	1,715.7	$	1,742.8

(1) The available balance at June 30, 2025, includes $321.0 million of immediately available funds. The remaining available balance can be used for vehicle inventory financing.

(2) The outstanding balance of $421.8 million is related to outstanding letters of credit of $11.8 million and $410.0 million in USD borrowings. The available borrowings may be limited from time to time, based on certain debt covenant calculations, and as a result, the outstanding balance plus available borrowings may not equal the total commitment.

(3) The available balance at June 30, 2025, includes no immediately available funds. The remaining available balance can be used for Ford new vehicle inventory financing.

(4) The available balance at June 30, 2025, includes no immediately available funds. The remaining available balance can be used for General Motors new and loaner vehicle inventory financing.

(5) The outstanding balance excludes $651.1 million of borrowings with manufacturer-affiliates and third-party financial institutions for foreign and loaner vehicle financing not associated with any of our U.S. credit facilities.

We have other credit facilities in the U.S. and the U.K. with third-party financial institutions, most of which are affiliated with the automobile manufacturers that provide financing for portions of our new, used and rental vehicle inventories. In addition, we have outstanding debt instruments, including our 4.00% and 6.375% Senior Notes, as well as real estate related and other debt instruments. Refer to Note 9. Debt within our Notes to Condensed Consolidated Financial Statements for further information.

Covenants

Our Revolving Credit Facility, indentures governing our 4.00% and 6.375% Senior Notes and certain mortgage term loans contain customary financial and operating covenants that place restrictions on us, including our ability to incur additional indebtedness, create liens or to sell or otherwise dispose of assets and to merge or consolidate with other entities. Certain of our mortgage agreements contain cross-default provisions that, in the event of a default of certain mortgage agreements and of our Revolving Credit Facility, could trigger an uncured default.

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As of June 30, 2025, we were in compliance with the requirements of the financial covenants under our debt agreements. We are required to maintain the ratios detailed in the following table:

	As of June 30, 2025
	Required	Actual
Total adjusted leverage ratio	< 5.75	2.72
Fixed charge coverage ratio	> 1.20	3.52

Based on our position as of June 30, 2025, and our outlook as discussed within Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations, we believe we have sufficient liquidity and do not anticipate any material liquidity constraints or issues with our ability to remain in compliance with our debt covenants.

Refer to Note 9. Debt and Note 10. Floorplan Notes Payable within our Notes to Condensed Consolidated Financial Statements for further discussion of our debt instruments, credit facilities and other financing arrangements existing as of June 30, 2025.

Share Repurchases and Dividends

From time to time, our Board of Directors authorizes the repurchase of shares of our common stock up to a certain monetary limit. On November 12, 2024, our Board of Directors increased the share repurchase authorization to $500.0 million. During the Current Year, 401,649 shares were repurchased, at an average price of $416.62 per share, for a total of $167.3 million, excluding excise taxes of $1.1 million. As of June 30, 2025, we had $308.8 million available under our current share repurchase authorization.

During the Current Year, our Board of Directors approved an increase in the 2025 annual dividend rate to $2.00 per share, which represents an increase of 6%, or $0.12, as compared to the 2024 annual dividend rate of $1.88 per share. Consistent with this increase, a quarterly cash dividend of $0.50 per share on all shares of our common stock was approved during the Current Quarter, which resulted in $6.4 million paid to common shareholders and $0.1 million to unvested restricted stock award holders.

Future share repurchases and the payment of any future dividends are subject to the business judgment of our Board of Directors, taking into consideration our historical and projected results of operations, financial condition, cash flows, capital requirements, covenant compliance, changes in laws and regulations, current economic environment and other factors considered relevant.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

For quantitative and qualitative disclosures about market risk affecting us, refer to Item 7A. Quantitative and Qualitative Disclosures About Market Risk in our 2024 Form 10-K. Our exposure to market risk has not changed materially since December 31, 2024.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

As required by Rule 13a-15(b) under the Exchange Act, we have evaluated, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this quarterly report. Our disclosure controls and procedures are designed to provide reasonable assurance that the information required to be disclosed by us in reports that we file under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure and is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission. Based upon that evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective as of June 30, 2025, at the reasonable assurance level.

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Our management, including our principal executive officer and our principal financial officer, does not expect that our disclosure controls and procedures can prevent all possible errors or fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that objectives of the control system are met. There are inherent limitations in all control systems, including the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple errors or mistakes. Additionally, controls can be circumvented by the intentional acts of one or more persons. The design of any system of controls is based in part upon certain assumptions about the likelihood of future events and while our disclosure controls and procedures are designed to be effective under circumstances where they should reasonably be expected to operate effectively, there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Because of the inherent limitations in any control system, misstatements due to possible errors or fraud may occur and not be detected.

Changes in Internal Control over Financial Reporting

During the three months ended June 30, 2025, there were no changes in our system of internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II. OTHER INFORMATION

Item 1. Legal Proceedings

We are not party to any legal proceedings, including class action lawsuits that, individually or in the aggregate, are reasonably expected to have a material adverse effect on our results of operations, financial condition or cash flows. Refer to Note 12. Commitments and Contingencies within our Notes to Condensed Consolidated Financial Statements for a discussion of our legal proceedings.

Item 1A. Risk Factors

Except as set forth below, during the Current Quarter, there were no changes to the Risk Factors disclosed in Item 1A. Risk Factors of our 2024 Form 10-K.

Existing and potential new trade policies, such as tariffs, could adversely affect our operations, costs and business.

President Donald Trump has issued a series of executive orders since taking office in January 2025, including executive orders regarding tariffs. Refer to Part I, Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations — Recent Events, for additional information regarding these executive orders, including those related to tariffs.

On April 2, 2025, President Donald Trump signed an executive order setting a 10 percent baseline tariff on imports, with higher rates for countries running trade surpluses with the U.S. By April 9, 2025, a follow-up order paused most of the higher reciprocal tariffs for 90 days but kept the 10 percent baseline and raised Chinese tariffs. On July 7, 2025, President Donald Trump extended the tariff modifications through August 1, 2025. Public statements from members of the Trump Administration and President Donald Trump, himself, have indicated that negotiations are continuing with various foreign nations, although an extension of the tariff modification deadline beyond the August 1, 2025 deadline cannot predicted with certainty at this time.

On March 26, 2025, President Donald Trump signed a proclamation under Section 232 of the Trade Expansion Act imposing a 25 percent tariff on imported automobiles and certain automobile parts. As of July 24, 2025, the procedures required by the Secretary of Commerce to impose these tariffs have not yet been finalized or implemented.

While the possibility exists for delays, reductions or exemptions of the automotive and reciprocal tariffs, the potential impacts of the tariffs described above remain uncertain and may cause a significant impact on the price of our products as well as the future mix of and demand for vehicles provided by our manufacturers, as well as alter the mix of supply and demand for used vehicles. To the extent any such tariffs remain in place for a sustained period of time, or in the event a global or domestic recession results therefrom, the disposable income of our customers could be significantly reduced, which may result in our customers deciding to delay new or used vehicle purchases or vehicle maintenance and repairs, or forego them entirely, each of which could adversely affect our results of operations and financial condition. Additionally, reciprocal tariffs, tariffs on steel, aluminum, copper and other materials, and the elevated tariffs against China could negatively impact business or consumer sentiment, demand for our products, our manufacturers’ global supply chains, and the United States or global economy generally. Manufacturers’ supply chain dependencies and production facility locations vary (and planned facility locations may, in response to threatened tariffs and trade barriers, be changed), and as a result, certain manufacturers could be impacted more significantly by the imposition of tariffs than others.

Additional actions taken by the U.S. that restrict or could impact the economics of trade — including additional tariffs, trade barriers, and other similar measures — could have the potential to further disrupt existing supply chains and trigger retaliatory efforts by other countries, including the imposition of tariffs, raising taxation, setting foreign exchange or capital controls, or establishing embargoes, sanctions, or other import/export restrictions, thereby negatively impacting our business, both directly and indirectly. These developments, or the perception that more of them could occur, may materially create or increase business uncertainty and could adversely affect the global economy and stability of global financial markets, potentially reducing trade and depressing economic activity, including demand for our products. Such changes in international trade policies may result in direct impacts to our business or indirectly to our customers or suppliers through increased costs, changes in business prospects or operating results, which could adversely affect our financial condition. The extent of such impacts cannot be predicted at this time.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Recent Sales of Unregistered Securities

None.

Use of Proceeds

None.

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Issuer Purchases of Equity Securities

The following table sets forth information with respect to shares of common stock repurchased by us during the Current Quarter:

Period	Total Number of Shares Purchased	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1)	Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (in millions) (1)
April 1, 2025 — April 30, 2025	114,918	$	387.39	114,918	$	308.8
May 1, 2025 — May 31, 2025	—	$	—	—	$	308.8
June 1, 2025 — June 30, 2025	—	$	—	—	$	308.8
Total	114,918			114,918

(1) Our Board of Directors from time to time authorizes the repurchase of shares of our common stock up to a certain monetary limit. On November 12, 2024, our Board of Directors increased the share repurchase authorization to $500.0 million. Share repurchases may take place on the open market or otherwise, and all or part of the repurchases may be made pursuant to Rule 10b5-1 trading plans or in privately negotiated transactions. The timing of share repurchases are subject to the business judgment of our Board of Directors, taking into consideration our historical and projected results of operations, financial condition, cash flows, capital requirements, covenant compliance, changes in laws and regulations, current economic environment and other factors considered relevant.

As of June 30, 2025, we had $308.8 million available under our current share repurchase authorization. Our share repurchase authorization does not have an expiration date. Refer to Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations for additional information on share repurchases and authorization.

Item 5. Other Information

Trading Plans

During the Current Quarter, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

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Item 6. Exhibits

The exhibits required to be filed or furnished by Item 601 of Regulation S-K are listed below.

EXHIBIT INDEX

Exhibit<br><br>Number		Description
3.1	—	Fourth Amended and Restated Certificate of Incorporation of Group 1 Automotive, Inc. effective May 13, 2025 (incorporated by reference to Exhibit 3.1 of Group 1 Automotive Inc.’s Current Report on Form 8-K (File No. 001-13461) filed May 14, 2025)
3.2	—	Fifth Amended and Restated Bylaws of Group 1 Automotive, Inc. effective May 13, 2025 (incorporated by reference to Exhibit 3.1 of Group 1 Automotive Inc.’s Current Report on Form 8-K (File No. 001-13461) filed May 16, 2025)
4.1*	—	Fourth Supplemental Indenture and Subsidiary Guarantee to Indenture dated as of August 17, 2020, dated July 11, 2025, by and among Group 1 Automotive, Inc., the guarantors party thereto and Computershare Trust Company, N.A., as trustee
4.2*	—	Second Supplemental Indenture and Subsidiary Guarantee to Indenture dated as of July 30, 2024, dated July 11, 2025, by and among Group 1 Automotive, Inc., the guarantors party thereto and Computershare Trust Company, N.A., as trustee
10.1+	—	Thirteenth Amended and Restated Revolving Credit Agreement, effective May 30, 2025 (incorporated by reference to Exhibit 10.1 of Group 1 Automotive Inc.’s Current Report on Form 8-K (File No. 001-13461) filed June 3, 2025)
10.2*	—	Second Addendum to Master Loan Agreement dated effective May 19, 2025
31.1*	—	Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*	—	Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1*	—	Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2*	—	Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*	—	XBRL Instance Document
101.SCH*	—	XBRL Taxonomy Extension Schema Document
101.CAL*	—	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*	—	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*	—	XBRL Taxonomy Extension Label Linkbase Document
101.PRE*	—	XBRL Taxonomy Extension Presentation Linkbase Document
104*	—	Cover Page Interactive Data File (formatted in Inline XBRL and contained in exhibit 101)		*	Filed or furnished herewith
---	---
+	Exhibit omits certain immaterial schedules and exhibits pursuant to the provisions of Item 601(a)(5) of Regulation S-K and will be furnished to the Securities and Exchange Commission upon request.

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SIGNATURE

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:	July 24, 2025	By:	/s/ Daniel J. McHenry
			Daniel J. McHenry
			Senior Vice President and Chief Financial Officer

50

Document

Exhibit 4.1

FOURTH SUPPLEMENTAL INDENTURE AND SUBSIDIARY GUARANTEE

This Fourth Supplemental Indenture and Subsidiary Guarantee, dated as of July 11, 2025 (this “Supplemental Indenture” or “Subsidiary Guarantee”), among the parties listed on Schedule A hereto (collectively, the “New Guarantors”), Group 1 Automotive, Inc. (together with its successors and assigns, the “Company”), each other then-existing Subsidiary Guarantor under the Indenture referred to below (the “Subsidiary Guarantors”), and Computershare Trust Company, N.A., as successor trustee (the “Trustee”) to Wells Fargo Bank, National Association, under such Indenture.

W I T N E S S E T H:

WHEREAS, the Company, the Subsidiary Guarantors and the Trustee have heretofore executed and delivered an Indenture, dated as of August 17, 2020 (as amended, supplemented, waived or otherwise modified, the “Indenture”), providing for the issuance of an unlimited aggregate principal amount of 4.000% Senior Notes due 2028 of the Company (the “Notes”);

WHEREAS, Section 4.15 of the Indenture provides that in certain circumstances the Company may be required to cause certain Restricted Subsidiaries of the Company to execute and deliver a Guarantee with respect to the Notes on the same terms and conditions as those set forth in the Indenture; and

WHEREAS, pursuant to Section 9.1 of the Indenture, the Trustee, the Company and the Subsidiary Guarantors are authorized to execute and deliver this Supplemental Indenture to amend the Indenture, without the consent of any Holder to add additional Subsidiary Guarantors.

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the New Guarantors, the Company, the existing Subsidiary Guarantors and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders as follows:

ARTICLE I

Definitions

SECTION 1.1 Defined Terms. As used in this Supplemental Indenture, capitalized terms defined in the Indenture or in the preamble or recitals thereto are used herein as therein defined. The words “herein,” “hereof” and “hereby” and other words of similar import used in this Supplemental Indenture refer to this Supplemental Indenture as a whole and not to any particular section hereof.

ARTICLE II

Agreement to be Bound; Guarantee

SECTION 2.1 Agreement to be Bound. The New Guarantors hereby become parties to the Indenture as Subsidiary Guarantors and as such shall have all of the rights and be subject to all of the obligations and agreements of a Subsidiary Guarantor under the Indenture. Each of the New Guarantors agree to be bound by all of the provisions of the Indenture applicable to a Subsidiary Guarantor and to perform all of the obligations and agreements of a Subsidiary Guarantor under the Indenture, subject to the release provisions and other limitations set forth in the Indenture.

Exhibit 4.1

ARTICLE III

Miscellaneous

SECTION 3.1 Governing Law. This Supplemental Indenture shall be governed by, and construed in accordance with, the laws of the State of New York.

SECTION 3.2 Severability Clause. In case any provision in this Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby and such provision shall be ineffective only to the extent of such invalidity, illegality or unenforceability.

SECTION 3.3 Ratification of Indenture; Supplemental Indentures Part of Indenture; No Liability of Trustee. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of a Note heretofore or hereafter authenticated and delivered shall be bound hereby. This Supplemental Indenture is executed and accepted by the Trustee subject to all the terms and conditions set forth in the Indenture with the same force and effect as if those terms and conditions were repeated at length herein and made applicable to the Trustee with respect hereto. The Trustee makes no representation or warranty as to the validity or sufficiency of this Supplemental Indenture or the New Guarantors’ Subsidiary Guarantee. Additionally, the Trustee shall not be responsible in any manner whatsoever for or with respect to any of the recitals or statements contained herein, all of which recitals or statements are made solely by the Company, the New Guarantors and the Subsidiary Guarantors, and the Trustee makes no representation with respect to any such matters.

SECTION 3.4 Counterparts. This Supplemental Indenture may be executed in two or more counterparts, which when so executed shall constitute one and the same agreement. The exchange of copies of this Supplemental Indenture and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of this Supplemental Indenture as to the parties hereto and may be used in lieu of the original Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes.

SECTION 3.5 Headings. The headings of the Articles and the sections in this Subsidiary Guarantee are for convenience of reference only and shall not be deemed to alter or affect the meaning or interpretation of any provisions hereof.

[Signatures on following page]

Exhibit 4.1

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first above written.

GROUP 1 AUTOMOTIVE, INC.

By: /s/ Gillian A. Hobson

Name:    Gillian A. Hobson

Title:    Senior Vice President

EXISTING GUARANTORS:

Advantagecars.com, Inc.

Amarillo Motors-F, Inc.

Bob Howard Automotive-East, Inc.

Bob Howard Chevrolet, Inc.

Bob Howard Dodge, Inc.

Bob Howard Motors, Inc.

Bob Howard Nissan, Inc.

Chaperral Dodge, Inc.

Danvers-S, Inc.

Danvers-SB, Inc.

Danvers-T, Inc.

Danvers-TII, Inc.

Danvers-TIV, Inc

Danvers-TL, Inc.

Danvers-TV, Inc.

GPI AL-N, Inc.

GPI CA-SV, Inc.

GPI CA-TII, Inc.

GPI CC, Inc.

GPI GA Holdings, Inc.

GPI FL-HA, LLC

GPI FL-LX, LLC

GPI KS-SB, Inc.

GPI KS-SK, Inc.

GPI MS-H, Inc.

GPI MS-N, Inc.

GPI MS-SK, Inc.

GPI NH-T, Inc.

GPI NH-TL, Inc.

GPI NM-J, Inc.

GPI NM-LRII, Inc.

GPI NM-SB, Inc.

GPI NM-SBII, Inc.

GPI NM-TL, Inc.

GPI NY Holdings, Inc.

GPI OK-HII, Inc.

GPI OK-SH, Inc.

GPI SAC-T, Inc.

GPI SC, Inc.

GPI SC Holdings, Inc.

GPI TX-A, Inc.

Exhibit 4.1

GPI TX-AII, Inc.

GPI TX-AIII, Inc.

GPI TX-ARGMIII, Inc.

GPI TX-DMII, Inc.

GPI TX-DMIII, Inc.

GPI TX-DMIV, Inc.

GPI TX-DMV, Inc.

GPI TX-EPGM, Inc.

GPI TX-F, Inc.

GPI TX-FV, Inc.

GPI TX-HAII, Inc.

GPI TX-HGM, Inc.

GPI TX-HGMII, Inc.

GPI TX-HGMIV, Inc.

GPI TX-HIII, Inc.

GPI TX-HY, Inc.

GPI TX-NVI, Inc.

GPI TX-P, Inc.

GPI TX-SBII, Inc.

GPI TX-SBIII, Inc.

GPI TX-SHII, Inc.

GPI TX-SK, Inc.

GPI TX-SKII, Inc.

GPI TX-SU, Inc.

GPI TX-SVII, Inc.

GPI TX-SVIII, Inc.

Group 1 Associates, Inc.

Group 1 FL Holdings, Inc.

Group 1 Funding, Inc.

Group 1 LP Interests-DC, Inc.

Group 1 Realty, Inc.

Howard-GM II, Inc.

Howard-GM, Inc.

Howard-H, Inc.

Howard-HA, Inc.

Howard-SB, Inc.

HRI Procurement, Inc.

Kutz-N, Inc.

Lubbock Motors-F, Inc.

Lubbock Motors-GM, Inc.

Lubbock Motors-S, Inc.

Lubbock Motors-SH, Inc.

Lubbock Motors-T, Inc.

Maxwell Ford, Inc.

Maxwell-GMII, Inc.

Maxwell-N, Inc.

Maxwell-NII, Inc.

McCall-F, Inc.

McCall-H, Inc.

McCall-HA, Inc.

McCall-N, Inc.

McCall-SB Inc.

McCall-T, Inc.

McCall-TII, Inc.

Exhibit 4.1

McCall-TL, Inc.

Mike Smith Automotive-H, Inc.

Mike Smith Automotive-N, Inc.

Mike Smith Autoplaza, Inc.

Mike Smith Autoplex Dodge, Inc.

Mike Smith Autoplex, Inc.

Mike Smith Autoplex-German Imports, Inc.

Mike Smith Imports, Inc.

Miller-DM, Inc.

NJ-H, Inc.

NJ-HAII, Inc.

NJ-SV, Inc.

Rockwall Automotive-F, Inc.

Baron Leasehold, LLC

Baron Development Company, LLC

G1R Clear Lake, LLC

G1R Florida, LLC

G1R Mass, LLC

GPI SC-SBII, LLC

Ivory Auto Properties of South Carolina, LLC

Tate CG, L.L.C.

Harvey Ford, LLC

Bohn-FII, LLC

GPI LA-FII, LLC

GPI LA-H, LLC

Harvey Operations-T, LLC

GPI AL-SB, LLC

GPI GA Liquidation, LLC

GPI GA-CC, LLC

GPI GA-CGM, LLC

GPI GA-DM, LLC

GPI GA-FII, LLC

GPI GA-FIII, LLC

GPI GA-SU, LLC

GPI GA-T, LLC

GPI GA-TII, LLC

GPI SC-SB, LLC

GPI SC-T, LLC

GPI FL-A, LLC

GPI FL-H, LLC

GPI FL-VW, LLC

GPI NJ-HA, LLC

GPI NJ-HII, LLC

GPI NJ-SB, LLC

GPI NM-SC, LLC

GPI NM-SCII, LLC

Danvers-SU, LLC

Bohn Holdings, LLC

GPI MD-SB, LLC

Group 1 Holdings-DC, L.L.C.

Group 1 Holdings-F, L.L.C.

Group 1 Holdings-GM, L.L.C.

Group 1 Holdings-H, L.L.C.

Group 1 Holdings-N, L.L.C.

Exhibit 4.1

Group 1 Holdings-S, L.L.C.

Group 1 Holdings-T, L.L.C.

Howard-DCIII, LLC

Key Ford, LLC

Ira Automotive Group, LLC

Caliber Motors Inc.

GPI CA-H, Inc.

GPI CA-HSC, Inc.

GPI MA-AII, Inc.

GPI MA-DM, Inc.

GPI MA-DMII, Inc.

GPI MA-F, Inc.

GPI MA-FM, Inc.

GPI MA-FV, Inc.

GPI MA-GM, Inc.

GPI MA-H, Inc.

GPI MA-HA, Inc.

GPI MA-HII, Inc.

GPI MA-LR, Inc.

GPI MA-P, Inc.

GPI MA-SB, Inc.

GPI MA-SBII, Inc.

GPI MA-SV, Inc.

GPI MD Holdings, Inc.

GPI ME-DC, Inc.

GPI ME-DM, Inc.

GPI ME-F, Inc.

GPI ME-H, Inc.

GPI ME-SV, Inc.

GPI ME-T, Inc.

GPI NH-DM, Inc.

GPI NH-SU, Inc.

GPI NJ-DC, Inc.

GPI NJ-SU, Inc.

GPI NM-T, Inc.

GPI TX-DCIV, Inc.

GPI TX-FMII, Inc.

GPI TX-G, Inc.

GPI TX-GII, Inc.

GPI TX-GIII, Inc.

GPI TX-SBIV, Inc.

GPI TX-SKIII, Inc.

GPI TX-SMGEN, Inc.

GPI TX-TIV, Inc.

3670 Oceanside Realty, LLC

510 Sunrise Realty, LLC

AMR Real Estate Holdings, LLC

Group 1 Realty NE, LLC

G1R CA, LLC

GPI CA-DMIII, LLC

GPI CA-LXI, LLC

GPI FL-G, LLC

GPI LA-DM, LLC

GPI LA-J, LLC

Exhibit 4.1

GPI LA-V, LLC

GPI SC-DM, LLC

GPI SC-H, LLC

GPI MD-H Greenbelt, LLC

GPI MD-HII, LLC

GPI MD-HY, LLC

GPI MD-K, LLC

GPI MD-T, LLC

GPI NY-GM, LLC

GPI NY-GMII, LLC

GPI NY-SU, LLC

LHM ATO, LLC

By: /s/ Gillian A. Hobson

Name:    Gillian A. Hobson

Title:    Vice President

GPI, Ltd.

Rockwall Automotive-DCD, Ltd.

By:    Group 1 Associates, Inc., its General Partner

By: /s/ Gillian A. Hobson

Name:    Gillian A. Hobson

Title:    Vice President

NEW GUARANTORS:

GPI TX-N Austin Preowned, Inc.

GPI GA-DMII, LLC

By: /s/ Gillian A. Hobson

Name:    Gillian A. Hobson

Title:    Vice President

Exhibit 4.1

COMPUTERSHARE TRUST COMPANY, N.A., as Trustee

By: _____________________________

Name:

Title:

Exhibit 4.1

SCHEDULE A

NEW GUARANTORS

GPI TX-N Austin Preowned, Inc., a Texas corporation

GPI GA-DMII, LLC, a Georgia limited liability company

9

Document

Exhibit 4.2

SECOND SUPPLEMENTAL INDENTURE AND SUBSIDIARY GUARANTEE

This Second Supplemental Indenture and Subsidiary Guarantee, dated as of July 11, 2025 (this “Supplemental Indenture” or “Subsidiary Guarantee”), among the parties listed on Schedule A hereto (collectively, the “New Guarantors”), Group 1 Automotive, Inc. (together with its successors and assigns, the “Company”), each other then-existing Subsidiary Guarantor under the Indenture referred to below (the “Subsidiary Guarantors”), and Computershare Trust Company, N.A., as trustee (the “Trustee”), under such Indenture.

W I T N E S S E T H:

WHEREAS, the Company, the Subsidiary Guarantors and the Trustee have heretofore executed and delivered an Indenture, dated as of July 30, 2024 (as amended, supplemented, waived or otherwise modified, the “Indenture”), providing for the issuance of an unlimited aggregate principal amount of 6.375% Senior Notes due 2030 of the Company (the “Notes”);

WHEREAS, Section 4.15 of the Indenture provides that in certain circumstances the Company may be required to cause certain Restricted Subsidiaries of the Company to execute and deliver a Guarantee with respect to the Notes on the same terms and conditions as those set forth in the Indenture; and

WHEREAS, pursuant to Section 9.1 of the Indenture, the Trustee, the Company and the Subsidiary Guarantors are authorized to execute and deliver this Supplemental Indenture to amend the Indenture, without the consent of any Holder to add additional Subsidiary Guarantors.

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the New Guarantors, the Company, the existing Subsidiary Guarantors and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders as follows:

ARTICLE I

Definitions

SECTION 1.1 Defined Terms. As used in this Supplemental Indenture, capitalized terms defined in the Indenture or in the preamble or recitals thereto are used herein as therein defined. The words “herein,” “hereof” and “hereby” and other words of similar import used in this Supplemental Indenture refer to this Supplemental Indenture as a whole and not to any particular section hereof.

ARTICLE II

Agreement to be Bound; Guarantee

SECTION 2.1 Agreement to be Bound. The New Guarantors hereby become parties to the Indenture as Subsidiary Guarantors and as such shall have all of the rights and be subject to all of the obligations and agreements of a Subsidiary Guarantor under the Indenture. Each of the New Guarantors agree to be bound by all of the provisions of the Indenture applicable to a Subsidiary Guarantor and to perform all of the obligations and agreements of a Subsidiary Guarantor under the Indenture, subject to the release provisions and other limitations set forth in the Indenture.

Exhibit 4.2

ARTICLE III

Miscellaneous

SECTION 3.1 Governing Law. This Supplemental Indenture shall be governed by, and construed in accordance with, the laws of the State of New York.

SECTION 3.2 Severability Clause. In case any provision in this Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby and such provision shall be ineffective only to the extent of such invalidity, illegality or unenforceability.

SECTION 3.3 Ratification of Indenture; Supplemental Indentures Part of Indenture; No Liability of Trustee. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of a Note heretofore or hereafter authenticated and delivered shall be bound hereby. This Supplemental Indenture is executed and accepted by the Trustee subject to all the terms and conditions set forth in the Indenture with the same force and effect as if those terms and conditions were repeated at length herein and made applicable to the Trustee with respect hereto. The Trustee makes no representation or warranty as to the validity or sufficiency of this Supplemental Indenture or the New Guarantors’ Subsidiary Guarantee. Additionally, the Trustee shall not be responsible in any manner whatsoever for or with respect to any of the recitals or statements contained herein, all of which recitals or statements are made solely by the Company, the New Guarantors and the Subsidiary Guarantors, and the Trustee makes no representation with respect to any such matters.

SECTION 3.4 Counterparts. This Supplemental Indenture may be executed in two or more counterparts, which when so executed shall constitute one and the same agreement. The exchange of copies of this Supplemental Indenture and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of this Supplemental Indenture as to the parties hereto and may be used in lieu of the original Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes. The words “execution,” “signed,” “signature,” “delivery,” and words of like import in or relating to this Supplemental Indenture or any document to be signed in connection with this Supplemental Indenture shall be deemed to include electronic signatures, deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, and the parties hereto consent to conduct the transactions contemplated hereunder by electronic means.

SECTION 3.5 Headings. The headings of the Articles and the sections in this Subsidiary Guarantee are for convenience of reference only and shall not be deemed to alter or affect the meaning or interpretation of any provisions hereof.

[Signatures on following page]

Exhibit 4.2

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first above written.

GROUP 1 AUTOMOTIVE, INC.

By: /s/ Gillian A. Hobson

Name:    Gillian A. Hobson

Title:    Senior Vice President

EXISTING GUARANTORS:

Advantagecars.com, Inc.

Amarillo Motors-F, Inc.

Bob Howard Automotive-East, Inc.

Bob Howard Chevrolet, Inc.

Bob Howard Dodge, Inc.

Bob Howard Motors, Inc.

Bob Howard Nissan, Inc.

Chaperral Dodge, Inc.

Danvers-S, Inc.

Danvers-SB, Inc.

Danvers-T, Inc.

Danvers-TII, Inc.

Danvers-TIV, Inc

Danvers-TL, Inc.

Danvers-TV, Inc.

GPI AL-N, Inc.

GPI CA-SV, Inc.

GPI CA-TII, Inc.

GPI CC, Inc.

GPI GA Holdings, Inc.

GPI FL-HA, LLC

GPI FL-LX, LLC

GPI KS-SB, Inc.

GPI KS-SK, Inc.

GPI MS-H, Inc.

GPI MS-N, Inc.

GPI MS-SK, Inc.

GPI NH-T, Inc.

GPI NH-TL, Inc.

GPI NM-J, Inc.

GPI NM-LRII, Inc.

GPI NM-SB, Inc.

GPI NM-SBII, Inc.

GPI NM-TL, Inc.

GPI NY Holdings, Inc.

GPI OK-HII, Inc.

GPI OK-SH, Inc.

GPI SAC-T, Inc.

GPI SC, Inc.

GPI SC Holdings, Inc.

GPI TX-A, Inc.

Exhibit 4.2

GPI TX-AII, Inc.

GPI TX-AIII, Inc.

GPI TX-ARGMIII, Inc.

GPI TX-DMII, Inc.

GPI TX-DMIII, Inc.

GPI TX-DMIV, Inc.

GPI TX-DMV, Inc.

GPI TX-EPGM, Inc.

GPI TX-F, Inc.

GPI TX-FV, Inc.

GPI TX-HAII, Inc.

GPI TX-HGM, Inc.

GPI TX-HGMII, Inc.

GPI TX-HGMIV, Inc.

GPI TX-HIII, Inc.

GPI TX-HY, Inc.

GPI TX-NVI, Inc.

GPI TX-P, Inc.

GPI TX-SBII, Inc.

GPI TX-SBIII, Inc.

GPI TX-SHII, Inc.

GPI TX-SK, Inc.

GPI TX-SKII, Inc.

GPI TX-SU, Inc.

GPI TX-SVII, Inc.

GPI TX-SVIII, Inc.

Group 1 Associates, Inc.

Group 1 FL Holdings, Inc.

Group 1 Funding, Inc.

Group 1 LP Interests-DC, Inc.

Group 1 Realty, Inc.

Howard-GM II, Inc.

Howard-GM, Inc.

Howard-H, Inc.

Howard-HA, Inc.

Howard-SB, Inc.

HRI Procurement, Inc.

Kutz-N, Inc.

Lubbock Motors-F, Inc.

Lubbock Motors-GM, Inc.

Lubbock Motors-S, Inc.

Lubbock Motors-SH, Inc.

Lubbock Motors-T, Inc.

Maxwell Ford, Inc.

Maxwell-GMII, Inc.

Maxwell-N, Inc.

Maxwell-NII, Inc.

McCall-F, Inc.

McCall-H, Inc.

McCall-HA, Inc.

McCall-N, Inc.

McCall-SB Inc.

McCall-T, Inc.

McCall-TII, Inc.

Exhibit 4.2

McCall-TL, Inc.

Mike Smith Automotive-H, Inc.

Mike Smith Automotive-N, Inc.

Mike Smith Autoplaza, Inc.

Mike Smith Autoplex Dodge, Inc.

Mike Smith Autoplex, Inc.

Mike Smith Autoplex-German Imports, Inc.

Mike Smith Imports, Inc.

Miller-DM, Inc.

NJ-H, Inc.

NJ-HAII, Inc.

NJ-SV, Inc.

Rockwall Automotive-F, Inc.

Baron Leasehold, LLC

Baron Development Company, LLC

G1R Clear Lake, LLC

G1R Florida, LLC

G1R Mass, LLC

GPI SC-SBII, LLC

Ivory Auto Properties of South Carolina, LLC

Tate CG, L.L.C.

Harvey Ford, LLC

Bohn-FII, LLC

GPI LA-FII, LLC

GPI LA-H, LLC

Harvey Operations-T, LLC

GPI AL-SB, LLC

GPI GA Liquidation, LLC

GPI GA-CC, LLC

GPI GA-CGM, LLC

GPI GA-DM, LLC

GPI GA-FII, LLC

GPI GA-FIII, LLC

GPI GA-SU, LLC

GPI GA-T, LLC

GPI GA-TII, LLC

GPI SC-SB, LLC

GPI SC-T, LLC

GPI FL-A, LLC

GPI FL-H, LLC

GPI FL-VW, LLC

GPI NJ-HA, LLC

GPI NJ-HII, LLC

GPI NJ-SB, LLC

GPI NM-SC, LLC

GPI NM-SCII, LLC

Danvers-SU, LLC

Bohn Holdings, LLC

GPI MD-SB, LLC

Group 1 Holdings-DC, L.L.C.

Group 1 Holdings-F, L.L.C.

Group 1 Holdings-GM, L.L.C.

Group 1 Holdings-H, L.L.C.

Group 1 Holdings-N, L.L.C.

Exhibit 4.2

Group 1 Holdings-S, L.L.C.

Group 1 Holdings-T, L.L.C.

Howard-DCIII, LLC

Key Ford, LLC

Ira Automotive Group, LLC

Caliber Motors Inc.

GPI CA-H, Inc.

GPI CA-HSC, Inc.

GPI MA-AII, Inc.

GPI MA-DM, Inc.

GPI MA-DMII, Inc.

GPI MA-F, Inc.

GPI MA-FM, Inc.

GPI MA-FV, Inc.

GPI MA-GM, Inc.

GPI MA-H, Inc.

GPI MA-HA, Inc.

GPI MA-HII, Inc.

GPI MA-LR, Inc.

GPI MA-P, Inc.

GPI MA-SB, Inc.

GPI MA-SBII, Inc.

GPI MA-SV, Inc.

GPI MD Holdings, Inc.

GPI ME-DC, Inc.

GPI ME-DM, Inc.

GPI ME-F, Inc.

GPI ME-H, Inc.

GPI ME-SV, Inc.

GPI ME-T, Inc.

GPI NH-DM, Inc.

GPI NH-SU, Inc.

GPI NJ-DC, Inc.

GPI NJ-SU, Inc.

GPI NM-T, Inc.

GPI TX-DCIV, Inc.

GPI TX-FMII, Inc.

GPI TX-G, Inc.

GPI TX-GII, Inc.

GPI TX-GIII, Inc.

GPI TX-SBIV, Inc.

GPI TX-SKIII, Inc.

GPI TX-SMGEN, Inc.

GPI TX-TIV, Inc.

3670 Oceanside Realty, LLC

510 Sunrise Realty, LLC

AMR Real Estate Holdings, LLC

Group 1 Realty NE, LLC

G1R CA, LLC

GPI CA-DMIII, LLC

GPI CA-LXI, LLC

GPI FL-G, LLC

GPI LA-DM, LLC

GPI LA-J, LLC

Exhibit 4.2

GPI LA-V, LLC

GPI SC-DM, LLC

GPI SC-H, LLC

GPI MD-H Greenbelt, LLC

GPI MD-HII, LLC

GPI MD-HY, LLC

GPI MD-K, LLC

GPI MD-T, LLC

GPI NY-GM, LLC

GPI NY-GMII, LLC

GPI NY-SU, LLC

LHM ATO, LLC

By: /s/ Gillian A. Hobson

Name:    Gillian A. Hobson

Title:    Vice President

GPI, Ltd.

Rockwall Automotive-DCD, Ltd.

By:    Group 1 Associates, Inc., its General Partner

By: /s/ Gillian A. Hobson

Name:    Gillian A. Hobson

Title:    Vice President

NEW GUARANTORS:

GPI TX-N AUSTIN PREOWNED, INC.

GPI GA-DMII, LLC

By: /s/ Gillian A. Hobson

Name:    Gillian A. Hobson

Title:    Vice President

Exhibit 4.2

COMPUTERSHARE TRUST COMPANY, N.A., as Trustee

By: _____________________________

Name:

Title:

Exhibit 4.2

SCHEDULE A

NEW GUARANTORS

GPI TX-N Austin Preowned, Inc., a Texas corporation

GPI GA-DMII, LLC, a Georgia limited liability company

9

Document

Exhibit 10.2

2nd Addendum to Master Loan Agreement

This 2nd Addendum to the Master Loan Agreement amends and modifies that certain Master Loan Agreement dated December 8, 2023, as amended on March 25, 2024, as may be amended from time to time (the “Agreement”), by and between AmeriCredit Financial Services, Inc., doing business as GM Financial (“GM Financial”) and GPI FL-G, LLC, GPI MA-GM, Inc., GPI GA-CGM, LLC, Howard-GM, Inc., GPI NY-GMII, LLC, GPI TX- EPGM, Inc., GPI TX-HGMIV, Inc., GPI TX-HGMII, Inc., Maxwell-GMII, Inc., Lubbock Motors-GM, Inc., Bob Howard Chevrolet, Inc., Bob Howard Automotive-East, Inc., GPI TX-G, Inc., GPI TX-GII, Inc., GPI TX-GIII, Inc. (“Borrower(s)”).

1.Agreement: Defined Terms. All capitalized terms used herein and not otherwise defined herein shall have the meanings set forth in the Agreement. Except as expressly modified hereby, all of the terms of the Agreement shall remain in full force and effect.

2.Changes in Terms and Conditions. Section 2.2 of the Agreement is deleted in its entirety and replaced with the following:

2.2    Changes in Terms and Conditions. The definitions, provisions, terms and conditions of this Agreement, including the Maximum Amounts, Minimum Advances, Minimum Balances, Margin, Variable Rate Index, Adjustment Intervals, Payment Due Dates, Curtailment Schedules, Insurance Requirements, Financial Requirements and financial ratios, CMP Maximum Balance, CMP Minimum Payments, CMP Minimum Balance, CMP Interest Credit, Late Charge Dates, Late Charge Amounts, and Charges, are subject to change by Lender immediately upon an Event of Default (but without retroactive effect) or, within Lender's discretion, effective 30 days from the date of a Change Notice, and Borrower shall be deemed to have agreed to the change as set forth in the Change Notice and the change will take effect unless, within 30 days of the date of the Change Notice, Borrower notifies Lender, in writing, of the termination of this Agreement, and Borrower pays Lender, in good funds, the full unpaid balances of all Loans and Obligations within 60 days of the date of said notice of termination. In the event Borrower notifies Lender of the termination of this Agreement as provided herein, the change set forth in the Change Notice shall not take effect, provided Borrower pays in full all Loans and Obligations within 60 days of the date of Borrower's notice of termination to Lender.

3.In regards to Section 10 of the Agreement, the following language as was previously amended to read “Reserved” is now deleted and replaced in its entirety to read:

10. CASH MANAGEMENT PROGRAM

1.1.Cash Management Program. Lender has established a Cash Management Program as described herein ("CMP"). To reduce the amount of interest payable to Lender, Borrower may make, or cause to be made, payment to Lender of funds pursuant to the CMP, which shall be held by Lender as cash collateral ("CMP Funds"). By making payment of CMP Funds, Borrower warrants and represents to Lender that such CMP Funds belong to, and are the property of, Borrower or a Guarantor, and that such CMP Funds are unencumbered except as otherwise agreed between Borrowers and GM Financial and/or Lender. Subject to the foregoing, it shall be conclusively presumed that such CMP Funds are not subject to claim or lien of any kind whatsoever. Upon demand by Lender, Borrower shall provide to Lender documentation of the source of funds used to make payment of CMP Funds. Each payment of CMP Funds shall be in an amount not less than the CMP Minimum Payments set forth in the Operative Schedule 1.

Exhibit 10.2

1.2.CMP Balance. The aggregate amount of CMP Funds paid, or caused to be paid, to Lender by any particular Borrower, and not refunded by Lender to such Borrower ("CMP Balance"), shall not at any time exceed the percentage of the aggregate of the Advances for such Borrower's new and used Financed Inventory, exclusive of Advances for fleet transactions or similar transactions ("CMP Maximum Balance"), as set forth in the Operative Schedule 1.

1.3.Application of CMP Balance. CMP Funds need not be segregated by Lender, and may be commingled by Lender and used by Lender in the ordinary course of its business. CMP Funds shall: (a) not be deemed to pay off or be allocated or applied to any particular item of Financed Inventory; and (b) not reduce or eliminate Borrower's obligations under this Agreement to (i) pay the full Amount Financed on any item of Financed Inventory or Financed Equipment when such item of Financed Inventory or Financed Equipment is Sold, (ii) make any payment pursuant to the Curtailment Schedule, or (iii) pay any interest or other Charges under this Agreement. If any particular Borrower elects to participate in Lender's Cash Management Program, such Borrower shall maintain a CMP Balance of not less than the CMP Minimum Balance (the “CMP minimum Balance”), as set forth in the Operative Schedule 1.

1.4.CMP Interest Credit. Once each month, Lender will credit a CMP Interest Credit against interest, due from a particular Borrower to Lender, accrued in connection with Financed Inventory. Unless otherwise set forth on Operative Schedule 1, the CMP Interest Credit will be an amount equal to each daily CMP Balance for that month, for that Borrower, multiplied by the lowest then current interest rate charged by Lender to that Borrower in connection with Financed Inventory. No CMP Interest Credit will be accrued or applied during the existence of any Event of Default.

1.5.Refund of CMP Funds. Except as provided herein, Borrower may make a written request for a refund in any amount in excess of the CMP Minimum Balance, if any, and in any event not in excess of the CMP Balance, and Lender shall refund such CMP Funds, unless an Event of Default has occurred and is continuing, or unless the Operative Schedule 1 sets a CMP Minimum Balance greater than $0.00. Borrower shall not request re-advance of a particular payment of CMP Funds until three Business Days after that particular payment of CMP Funds. CMP Minimum Balance. In the event Lender has set a CMP Minimum Balance in the Operative Schedule 1: (a) Borrower shall maintain a CMP Balance equal to or greater than the CMP Minimum Balance until all Obligations owing from Borrower to Lender are paid in full, or until otherwise agreed by Lender, in writing; (b) Borrower shall not request a refund which would cause the CMP Balance to fall below the CMP Minimum Balance; and (c) Lender shall have no obligation to refund CMP Funds which would cause the CMP Balance to fall below the CMP Minimum Balance.

1.6.Termination of Cash Management Program. The Cash Management Program may be terminated by Borrower or Lender, each in its sole discretion, on not less than thirty days’ prior written notice. Upon termination of the Cash Management Program, Lender shall promptly (and in any event no later than one (1) Business Day) refund the entire CMP Balance to an account of Borrower as notified by Borrower to Lender in writing.

Exhibit 10.2

Executed this 19th    day of May, 2025.

BORROWER<br><br>BOB HOWARD AUTOMOTIVE-EAST, INC.				BORROWER<br><br>Bob Howard Chevrolet, Inc.
ENTITY TYPE<br><br>Corporation		STATE OF ORGANIZATION<br><br>OK		ENTITY TYPE<br><br>Corporation		STATE OF ORGANIZATION<br><br>OK
BY /s/ Daniel J. McHenry				BY /s/ Daniel J. McHenry
NAME<br><br>Daniel J. McHenry	TITLE<br><br>President			NAME<br><br>Daniel J. McHenry	TITLE<br><br>President
ADDRESS<br><br>9146 S MEMORIAL DR				ADDRESS<br><br>13130 BROADWAY EXT
CITY<br><br>TULSA	STATE<br><br>OK		ZIP<br><br>74133	CITY<br><br>OKLAHOMA CITY	STATE<br><br>OK		ZIP<br><br>73114
BORROWER<br><br>GPI FL-G, LLC				BORROWER<br><br>GPI GA-CGM, LLC
ENTITY TYPE<br><br>Corporation		STATE OF ORGANIZATION<br><br>FL		ENTITY TYPE<br><br>Limited Liability Company		STATE OF ORGANIZATION<br><br>NV
BY /s/ Daniel J. McHenry				BY /s/ Daniel J. McHenry
NAME<br><br>Daniel J. McHenry	TITLE<br><br>President			NAME<br><br>Daniel J. McHenry	TITLE<br><br>President
ADDRESS<br><br>10640 CHEVROLET WAY				ADDRESS<br><br>1661 WHITTLESEY RD
CITY<br><br>ESTERO	STATE<br><br>FL		ZIP<br><br>33928	CITY<br><br>COLUMBUS	STATE<br><br>GA		ZIP<br><br>31904
BORROWER<br><br>GPI MA-GM, INC.				BORROWER<br><br>GPI NY-GMII, LLC
---	---	---	---	---	---	---	---
ENTITY TYPE<br><br>Corporation		STATE OF ORGANIZATION<br><br>MA		ENTITY TYPE<br><br>Limited Liability Company		STATE OF ORGANIZATION<br><br>NY
BY /s/ Daniel J. McHenry				BY /s/ Daniel J. McHenry
NAME<br><br>Daniel J. McHenry	TITLE<br><br>President			NAME<br><br>Daniel J. McHenry	TITLE<br><br>President
ADDRESS<br><br>1845 WASHINGTON ST				ADDRESS<br><br>510 SUNRISE HWY
CITY<br><br>HANOVER	STATE<br><br>MA		ZIP<br><br>02339	CITY<br><br>ROCKVILLE CENTRE	STATE<br><br>NY		ZIP<br><br>11570

Exhibit 10.2

BORROWER<br><br>GPI TX-EPGM, Inc.				BORROWER<br><br>GPI TX-HGMII, INC.
ENTITY TYPE<br><br>Corporation		STATE OF ORGANIZATION<br><br>DE		ENTITY TYPE<br><br>Corporation		STATE OF ORGANIZATION<br><br>NV
BY /s/ Daniel J. McHenry				BY /s/ Daniel J. McHenry
NAME<br><br>Daniel J. McHenry	TITLE<br><br>President			NAME<br><br>Daniel J. McHenry	TITLE<br><br>President
ADDRESS<br><br>955 CROCKETT ST				ADDRESS<br><br>10422 SOUTHWEST FWY
CITY<br><br>EL PASO	STATE<br><br>TX		ZIP<br><br>79922	CITY<br><br>HOUSTON	STATE<br><br>TX		ZIP<br><br>77074
BORROWER<br><br>GPI TX-HGMIV, INC.				BORROWER<br><br>HOWARD-GM, INC.
---	---	---	---	---	---	---	---
ENTITY TYPE<br><br>Corporation		STATE OF ORGANIZATION<br><br>NV		ENTITY TYPE<br><br>Corporation		STATE OF ORGANIZATION<br><br>DE
BY /s/ Daniel J. McHenry				BY /s/ Daniel J. McHenry
NAME<br><br>Daniel J. McHenry	TITLE<br><br>President			NAME<br><br>Daniel J. McHenry	TITLE<br><br>President
ADDRESS<br><br>17800 NORTH FWY				ADDRESS<br><br>13300 BROADWAY EXT
CITY<br><br>HOUSTON	STATE<br><br>TX		ZIP<br><br>77090	CITY<br><br>OKLAHOMA CITY	STATE<br><br>OK		ZIP<br><br>73114
BORROWER<br><br>LUBBOCK MOTORS-GM, INC.				BORROWER<br><br>MAXWELL-GMII, INC.
ENTITY TYPE<br><br>Corporation		STATE OF ORGANIZATION<br><br>DE		ENTITY TYPE<br><br>Corporation		STATE OF ORGANIZATION<br><br>DE
BY /s/ Daniel J. McHenry				BY /s/ Daniel J. McHenry
NAME<br><br>Daniel J. McHenry	TITLE<br><br>President			NAME<br><br>Daniel J. McHenry	TITLE<br><br>President
ADDRESS<br><br>1302 S LOOP 289				ADDRESS<br><br>13483 W INTERSTATE 10
CITY<br><br>LUBBOCK	STATE<br><br>TX		ZIP<br><br>79412	CITY<br><br>SAN ANTONIO	STATE<br><br>TX		ZIP<br><br>78249

Exhibit 10.2

BORROWER<br><br>GPI TX-G, Inc.				BORROWER<br><br>GPI TX-GII, Inc.
ENTITY TYPE<br><br>Corporation		STATE OF ORGANIZATION<br><br>TX		ENTITY TYPE<br><br>Corporation		STATE OF ORGANIZATION<br><br>TX
BY /s/ Daniel J. McHenry				BY /s/ Daniel J. McHenry
NAME<br><br>Daniel J. McHenry	TITLE<br><br>President			NAME<br><br>Daniel J. McHenry	TITLE<br><br>President
ADDRESS<br><br>11300 FM 1960 RD W				ADDRESS<br><br>12812 GULF FWY
CITY<br><br>HOUSTON	STATE<br><br>TX		ZIP<br><br>77065	CITY<br><br>HOUSTON	STATE<br><br>TX		ZIP<br><br>77034		BORROWER<br><br>GPI TX-GIII, Inc.				BORROWER
---	---	---	---	---	---	---	---
ENTITY TYPE<br><br>Corporation		STATE OF ORGANIZATION<br><br>TX		ENTITY TYPE		STATE OF ORGANIZATION
BY /s/ Daniel J. McHenry				BY (SIGNATURE)
NAME<br><br>Daniel J. McHenry	TITLE<br><br>President			NAME	TITLE
ADDRESS<br><br>200 HIGHWAY 77				ADDRESS
CITY<br><br>ROBSTOWN	STATE<br><br>TX		ZIP<br><br>78380	CITY	STATE		ZIP
GM Financial
BY /s/ Jennifer Karr
NAME<br><br>Jennifer Karr				TITLE<br><br>Assistant Vice President
ADDRESS<br><br>220 East Las Colinas Boulevard, Suite 500				CITY<br><br>Irving	STATE<br><br>TX		ZIP<br><br>75039

5

Document

Exhibit 31.1

CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Daryl A. Kenningham, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q for the period ended June 30, 2025 of Group 1 Automotive, Inc. (“registrant”);

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a.all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b.any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

/s/ Daryl A. Kenningham
Daryl A. Kenningham
Chief Executive Officer

Date: July 24, 2025

Document

Exhibit 31.2

CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Daniel J. McHenry, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q for the period ended June 30, 2025 of Group 1 Automotive, Inc. (“registrant”);

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a.all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b.any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

/s/ Daniel J. McHenry
Daniel J. McHenry
Chief Financial Officer

Date: July 24, 2025

Document

Exhibit 32.1

CERTIFICATION OF

CHIEF EXECUTIVE OFFICER

OF GROUP 1 AUTOMOTIVE, INC.

PURSUANT TO 18 U.S.C. § 1350

AS ADOPTED PURSUANT TO SECTION 906 OF THE

SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q for the period ended June 30, 2025 filed with the Securities and Exchange Commission on the date hereof (“Report”), I, Daryl A. Kenningham, Chief Executive Officer of Group 1 Automotive, Inc. (“Company”), hereby certify that to my knowledge:

1.The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Daryl A. Kenningham
Daryl A. Kenningham
Chief Executive Officer

Date: July 24, 2025

Document

Exhibit 32.2

CERTIFICATION OF

CHIEF FINANCIAL OFFICER

OF GROUP 1 AUTOMOTIVE, INC.

PURSUANT TO 18 U.S.C. § 1350

AS ADOPTED PURSUANT TO SECTION 906 OF THE

SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q for the period ended June 30, 2025 filed with the Securities and Exchange Commission on the date hereof (“Report”), I, Daniel J. McHenry, Chief Financial Officer of Group 1 Automotive, Inc. (“Company”), hereby certify that to my knowledge:

1.The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Daniel J. McHenry
Daniel J. McHenry
Chief Financial Officer

Date: July 24, 2025