GPI

EX-99.1

2 d123895dex991.htm

EX-99.1

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

Group 1 Automotive Announces $1,250.0 Million Offering of Senior Notes

HOUSTON, TX, September 8, 2026 — Group 1 Automotive, Inc. (NYSE: GPI) (“Group 1” or the “Company”), a Fortune 250 automotive retailer with 249 dealerships located in the U.S. and U.K, today announced that, subject to market conditions, it intends to offer for sale $625.0 million in aggregate principal amount of senior unsecured notes due 2032 (the “2032 Notes”) and $625.0 million in aggregate principal amount of senior unsecured notes due 2035 (the “2035 Notes” and, together with the 2032 Notes, the “Notes”).

The Company intends to use the net proceeds of the offering, together with cash on hand, to fund the purchase price for its previously announced acquisition of certain dealership assets and related real estate from Hennessy Automobile Companies, Inc. and certain of its affiliates (the “Hennessy Acquisition”) and to pay related fees and expenses. Because the closing of the Hennessy Acquisition is expected to occur after the closing of the offering, the Company intends to use the net proceeds, pending the closing of the Hennessy Acquisition, to repay a portion of the outstanding borrowings under the acquisition line under its revolving credit facility, which the Company expects to reborrow at the closing of the Hennessy Acquisition to fund a portion of the purchase price.

If the Hennessy Acquisition is not consummated on or prior to the later of (x) January 6, 2027 (the “Outside Date”) and (y) such date to which the Outside Date under the purchase agreement relating to the Hennessy Acquisition may be extended in accordance with the terms thereof (such later date, the “Special Mandatory Redemption Outside Date”), or upon the occurrence of certain other events, including the termination of the purchase agreement related to the Hennessy Acquisition prior to the Special Mandatory Redemption Outside Date, the Company will be required to redeem all of the 2032 Notes then outstanding at a redemption price equal to 100% of the initial issue price thereof, plus accrued and unpaid interest, if any, from the issue date, to, but excluding, the redemption date (the “Special Mandatory Redemption”). In that case, the Company intends to use the net proceeds of the offering that are not used to fund the Special Mandatory Redemption to repay borrowings under the Company’s revolving credit facility and for general corporate purposes.

The Notes to be offered have not been, and will not be, registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws, and thus, the Notes may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. The Notes are being offered to persons reasonably believed to be qualified institutional buyers in an offering exempt from registration pursuant to Rule 144A under the Securities Act and to non-U.S. persons outside of the United States in compliance with Regulation S under the Securities Act. This announcement shall not constitute an offer to sell or a solicitation of an offer to buy any of these Notes or any security, and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offering, solicitation or sale would be unlawful.

ABOUT GROUP 1 AUTOMOTIVE, INC.

Group 1 owns and operates 249 automotive dealerships, 310 franchises, and 32 collision centers in the United States and the United Kingdom that offer 37 brands of automobiles. Through its dealerships and omni-channel platform, the Company sells new and used cars and light trucks; arranges related vehicle financing; sells service contracts; provides automotive maintenance and repair services; and sells vehicle parts.

FORWARD-LOOKING STATEMENTS

This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, which are statements related to future, not past, events and are based on our current expectations and assumptions regarding our business, the economy and other future conditions. In this context, the forward-looking statements include statements regarding the proposed offering, the intended use of proceeds and the pending Hennessy Acquisition. These forward-looking statements often contain words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “should,” “foresee,” “may” or “will” and similar expressions. While management believes that these forward-looking statements

are reasonable as and when made, there can be no assurance that future developments affecting us will be those that we anticipate. Any such forward-looking statements are not assurances of future performance and involve risks and uncertainties that may cause actual results to differ materially from thos

EX-99.1

2 a2026q2exhibit991.htm

Q2 2026 EARNINGS RELEASE

Document

Exhibit 99.1

FOR IMMEDIATE RELEASE

Group 1 Automotive Reports Second Quarter 2026 Financial Results

•Current quarter diluted earnings per common share from continuing operations of $8.62 and current quarter adjusted diluted earnings per common share from continuing operations (a non-GAAP measure) of $9.61

•U.S. current quarter SG&A as a % of gross profit of 67.5%; U.S. current quarter adjusted SG&A as a % of gross profit (a non-GAAP measure) improved sequentially 400+ basis points to 66.4%

•Separately announces agreement to acquire 10 dealerships from Hennessy Automobile Companies and recently completed the purchase of two additional dealerships in the fast-growing Atlanta market, further strengthening our proven cluster strategy

HOUSTON, TX, July 30, 2026 — Group 1 Automotive, Inc. (NYSE: GPI) (“Group 1” or the “Company”), a Fortune 250 automotive retailer with 251 dealerships located in the U.S. and U.K., today reported financial results for the second quarter of 2026 (“current quarter”).

“While our second quarter results softened due to consumer affordability issues, we continued to execute against the strategic initiatives that will strengthen Group 1 over the long term,” said Daryl Kenningham, Group 1's President and Chief Executive Officer. “During the quarter in the U.S., we successfully completed our previously announced $50 million annualized expense reduction initiative, exceeding our targets. We also continued to invest in our future through strategic dealership acquisitions and dispositions, advanced our corporate rebranding to more than 60% completion, and expanded our virtual F&I platform to more than 40% of our stores. We remain focused on disciplined execution that will continue to drive sustainable value for our shareholders.”

“To that end, earlier today we announced our intent to acquire Hennessy Automobile Companies which, along with two additional dealership acquisitions, will boost our presence to 15 dealerships in Atlanta. The purchase of these high-volume dealerships in a tremendous growth market is the ideal execution of our cluster strategy and bolsters Group 1’s position for the long term.”

Reconciliations for financial results, non-GAAP metrics and diluted earnings per common share between continuing and discontinued operations are included in the accompanying financial tables.

Current Quarter Results Overview

•Current quarter total revenues were $5.4 billion, compared to $5.7 billion for the second quarter of 2025 (“prior-year quarter”).

•Current quarter net income from continuing operations was $103.0 million, compared to $139.8 million for the prior-year quarter.

•Current quarter adjusted net income from continuing operations (a non-GAAP measure) was $114.9 million, compared to $149.6 million for the prior-year quarter.

•Current quarter diluted earnings per common share from continuing operations was $8.62, compared to $10.77 for the prior-year quarter.

•Current quarter adjusted diluted earnings per common share from continuing operations (a non-GAAP measure) was $9.61, compared to $11.52 for the prior-year quarter.

1

Second Quarter 2026

Key Performance Metrics

(year-over-year comparable period basis) Consolidated Same Store

(a non-GAAP measure)

Reported:

2Q26

Change

2Q26

Change

Total revenues

$5.4B

(5.6)%

$5.2B

(3.3)%

Total gross profit (“GP”)

$860.6M

(8.0)%

$835.9M

(6.1)%

NV units sold 53,335

(4.4)%

51,840

(2.8)%

NV GP per retail unit (“PRU”) $3,254

(8.5)%

$3,233

(9.0)%

Used vehicle (“UV”) retail units sold 53,469

(11.2)%

51,907

(9.8)%

UV retail GP PRU $1,532

(4.3)%

$1,534

(5.3)%

Parts & service (“P&S”) GP

$389.0M

(3.4)%

$377.2M

(0.2)%

P&S Gross Margin (“GM”) 56.2%

+0.1%

56.0%

(1.3)%

Finance and Insurance (“F&I”) revenues

$216.8M

(8.8)%

$211.7M

(7.5)%

F&I GP PRU

$2,030

(1.0)%

$2,041

(1.2)%

Selling, General and Administrative (“SG&A”) expenses as a % of GP 72.4%

+341 bps

71.0%

+310 bps

Adjusted SG&A expenses (a non-GAAP measure) as a % of GP 70.8%

+214 bps

70.1%

+253 bps

Corporate Development

Today, in a separate press release, the Company announced that it has signed a definitive agreement to acquire the 10 dealerships of the Hennessy Automobile Companies, located in the Atlanta market. The Company expects the transaction to close by year-end 2026, subject to regulatory and OEM approvals, as well as other customary closing conditions, and generate approximately $1.7 billion in annual revenues. For additional information, see the Company’s separate press release and Current Report on Form 8-K filed in connection with this transaction.

During the current quarter, the Company acquired four dealerships in the U.S., two of which were acquired as part of a back-to-back transaction with the intention of reselling them concurrently with or shortly after acquisition. These two dealerships were classified as assets held for sale as of the end o

EX-99.1

2 a2026q1exhibit991.htm

Q1 2026 EARNINGS RELEASE

Document

Exhibit 99.1

FOR IMMEDIATE RELEASE

Group 1 Automotive Reports First Quarter 2026 Financial Results

•Current quarter diluted earnings per common share from continuing operations of $10.82 and current quarter adjusted diluted earnings per common share from continuing operations (a non-GAAP measure) of $8.66

•Record quarterly U.K. gross profits of $230.6 million, a 6.3% increase over the comparable prior year quarter, driven by double digit same store parts and service and F&I growth.

•Repurchased approximately 1.7% of the Company’s outstanding common shares in first quarter of 2026

HOUSTON, TX, April 30, 2026 — Group 1 Automotive, Inc. (NYSE: GPI) (“Group 1” or the “Company”), a Fortune 250 automotive retailer with 253 dealerships located in the U.S. and U.K., today reported financial results for the first quarter of 2026 (“current quarter”).

“The U.K. performed well in the first quarter of 2026,” said Daryl Kenningham, Group 1’s President and Chief Executive Officer. “Our U.K. business generated record revenues across nearly all major business lines and achieved record gross profit in used vehicles and parts and service. In the U.S., we saw a key bright spot in aftersales, with parts and service gross margin reaching a new quarterly high. Parts and service continues to be a key differentiator for us and our strength during this quarter is a testament to our relentless focus on operational excellence.”

“The broader macro environment remains dynamic and challenging, with persistently high interest rates and elevated vehicle and gasoline prices weighing on affordability. To address these challenges, we have initiated several cost actions in the U.S. and U.K., including staffing reductions and discretionary expense reductions across our business.”

Reconciliations for financial results, non-GAAP metrics and diluted earnings per common share between continuing and discontinued operations are included in the accompanying financial tables.

Current Quarter Results Overview

•Current quarter total revenues were $5.4 billion, compared to $5.5 billion for the first quarter of 2025 (“prior-year quarter”).

•Current quarter net income from continuing operations was $129.9 million, an increase of $2.1 million compared to $127.7 million for the prior-year quarter.

•Current quarter adjusted net income from continuing operations (a non-GAAP measure) was $104.0 million, compared to $134.7 million for the prior-year quarter.

•Current quarter diluted earnings per common share from continuing operations was $10.82, an increase of $1.18 compared to $9.64 for the prior-year quarter.

•Current quarter diluted earnings per common share from continuing operations included a $2.87 per share benefit related to a gain on asset dispositions.

•Current quarter adjusted diluted earnings per common share from continuing operations (a non-GAAP measure) was $8.66, compared to $10.17 for the prior-year quarter.

1

First Quarter 2026

Key Performance Metrics

(year-over-year comparable period basis) Consolidated Same Store

(a non-GAAP measure)

Reported:

1Q26

Change

1Q26

Change

Total revenues

$5.4B

(1.8)%

$5.2B

(1.2)%

Total gross profit (“GP”)

$877.9M

(1.6)%

$844.7M

(1.4)%

NV units sold 52,398

(6.6)%

50,812

(5.2)%

NV GP per retail unit (“PRU”) $3,296

(2.5)%

$3,239

(4.8)%

Used vehicle (“UV”) retail units sold 56,985

(4.4)%

55,128

(3.5)%

UV retail GP PRU $1,540

(1.9)%

$1,544

(1.7)%

Parts & service (“P&S”) GP

$400.0M

+5.0%

$384.4M

+5.9%

P&S Gross Margin (“GM”) 56.8%

+1.7%

56.8%

+0.8%

Finance and Insurance (“F&I”) revenues

$215.9M

(4.6)%

$208.7M

(4.9)%

F&I GP PRU

$1,974

+0.9%

$1,970

(0.5)%

Adjusted F&I GP PRU (a non-GAAP measure)

$2,036

+4.1%

$2,035

+2.7%

Selling, General and Administrative (“SG&A”) expenses as a % of GP 68.4%

(79) bps

72.9%

+339 bps

Adjusted SG&A expenses (a non-GAAP measure) as a % of GP 72.7%

+319 bps

72.2%

+325 bps

Corporate Development

During the current quarter, as part of Volkswagen Group’s Ideal Network Plan, Group 1 acquired one Skoda and two Volkswagen dealerships in the U.K. This acquisition is expected to generate approximately $135 million in annual revenues. The Company remains focused on efficiently and effectively integrating acquisitions into existing operations to create value for shareholders.

During the current quarter, the Company also disposed of two Mercedes-Benz dealerships in California and one Volkswagen and one Skoda dealership in the U.K. These dealerships generated approximately $570 million in annual revenues.

Subsequent to the current quarter, Group 1 executed an agreement with a Chinese automaker, Geely, to expand the U.K. network through three new locations. Additionally, we are evaluating representation with two additional Chinese OEMs.

Share Repurchases

During the current quarter, the Company repurchased 205,190 shares, at an average price per common share