GROUP 1 AUTOMOTIVE INC 8-KCurrent Reports (8-K / ad hoc)

Business

Item 1.01 Entry into a Material Definitive Agreement. On September 22, 2026, Group 1 Automotive, Inc. (the “Company”) completed a private offering to eligible purchasers (the “Offering”) of (i) $625.0 million aggregate principal amount of its 6.250% Senior Notes due 2032 (the “2032 Notes”) and (ii) $625.0 million aggregate principal amount of its 6.625% Senior Notes due 2035 (the “2035 Notes” and, together with the 2032 Notes, the “Notes”), along with the related guarantees of the Notes (the “Guarantees”). The Company received net proceeds of approximately $1,236.0 million from the Offering, after deducting the initial purchasers’ discounts and commissions and estimated offering expenses. 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. Pending the closing of the Hennessy Acquisition, the Company intends to use the net proceeds of the Offering 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. The Notes and Guarantees were issued in a transaction exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), and were resold by the initial purchasers to persons reasonably believed to be qualified institutional buyers under Rule 144A of the Securities Act and to persons outside of the United States pursuant to Regulation S of the Securities Act. The information contained in this Current Report on Form 8-K, including the exhibits, shall not constitute an offer to sell or the solicitation of an offer to buy the Notes nor shall there be any sale of the Notes in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state. Indentures and Senior Notes The 2032 Notes were issued under and are governed by the indenture, dated September 22, 2026 (the “2032 Notes Indenture”), by and among the Company, the guarantors party thereto (the “2032 Notes Guarantors”) a