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Group 1 Automotive GPI

Group 1 Automotive reports $5.4B revenue for Q3 2026

Form
10-Q
Filed
Importance
Notable
  1. Revenue: $5.4 billion for the three months ended Sep 30, 2026
  2. Net income: $102.9 million for the three months ended Sep 30, 2026
  3. Diluted EPS: $8.59 for the three months ended Sep 30, 2026
  4. Cash and equivalents: $881.5 million at Sep 30, 2026

Written from the 10-Q on EDGAR. Check the filing before you rely on it.

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What changed

14 changes since the June 2026 10-Q

Compared with the 10-Q 0001031203-26-000123, filed Jul 30, 2026.

  1. New Legal proceedings

    New legal mention

    Additionally, the U.S. Court of International Trade certified a class of importers seeking refunds of previously collected duties.

    From the filings

    Now

    Additionally, the U.S. Court of International Trade certified a class of importers seeking refunds of previously collected duties.

  2. New Legal proceedings

    New legal mention

    On September 2, 2026, the U.S. District Court for the District of Columbia granted a preliminary injunction requiring the EPA to withdraw or correct its reclassification of certain California emissions waivers as rules…

    From the filings

    Now

    On September 2, 2026, the U.S. District Court for the District of Columbia granted a preliminary injunction requiring the EPA to withdraw or correct its reclassification of certain California emissions waivers as rules subject to Congressional disapproval under the Congressional Review Act.

  3. Changed Financial statements

    Cash up 436% from Jun 30

    $882M, was $165M.

    From the filings

    Before

    $165M

    Now

    $882M

  4. Changed Financial statements

    EPS down 0.6% from Jun 30

    $8.59, was $8.64.

    From the filings

    Before

    $8.64

    Now

    $8.59

  5. Changed Financial statements

    Net income down 0.4% from Jun 30

    $103M, was $103M.

    From the filings

    Before

    $103M

    Now

    $103M

  6. Changed Financial statements

    Revenue up 0.2% from Jun 30

    $5.4B, was $5.4B.

    From the filings

    Before

    $5.4B

    Now

    $5.4B

  7. New MD&A

    During the second quarter, we entered into an agreement with Chinese automaker Geely to expand its U.K…

    New paragraph in MD&A.

    From the filings

    Now

    During the second quarter, we entered into an agreement with Chinese automaker Geely to expand its U.K. network through three new locations. We opened the first location in June 2026, the second in October 2026, and expect to open the third location in December. Subsequent to the three months ended September 30, 2026 ( Current Quarter ), we agreed with Chinese automaker Chery to open an Omoda & Jaecoo location in the U.K., which we expect to open in December as well. These additions broaden our U.K. brand portfolio amid increasing consumer adoption of Chinese automotive brands and growth in demand for electric and plug-in hybrid vehicles. We intend to selectively expand our representation of these brands to address evolving customer preferences and support growth in our U.K. segment.

  8. New MD&A

    In October 2026, the U.S. and Mexico continued negotiations regarding potential reductions to U.S. tariffs…

    New paragraph in MD&A.

    From the filings

    Now

    In October 2026, the U.S. and Mexico continued negotiations regarding potential reductions to U.S. tariffs on Mexican automobiles, steel and aluminum, including discussions related to the United States-Mexico-Canada Agreement. Although progress toward an agreement was initially reported, negotiations have subsequently slowed due to disagreements over proposed tariff reductions, including the existing 25% tariff on Mexican automobiles and 50% tariffs on steel and aluminum. Continued uncertainty surrounding these trade negotiations and potential changes to tariffs could increase manufacturers costs, disrupt supply chains and affect vehicle availability, pricing and consumer demand. The extent to which these developments may impact our results of operations cannot be predicted at this time.

  9. New MD&A

    On September 21, 2026, we entered into a Stockholder Agreement with Conifer Management, L.L.C. and certain…

    New paragraph in MD&A.

    From the filings

    Now

    On September 21, 2026, we entered into a Stockholder Agreement with Conifer Management, L.L.C. and certain of its affiliates ( Conifer ), one of our largest stockholders. Our Board of Directors will expand from 10 to 11 directors and appoint to the Board Benjamin Hart, a member of the investment team for the Acacia funds managed by Conifer, effective November 1, 2026. The agreement contains customary standstill, voting, confidentiality and non-disparagement provisions, including Conifer s agreement to vote in accordance with the Board s recommendations, subject to limited exceptions, and a 19% cap on its beneficial ownership. Conifer s continued director designation right is conditioned on maintaining at least 5% beneficial ownership. Refer to Part II, Item 1A. Risk Factors within this Form 10-Q for further discussion of risks associated with our significant stockholders.

  10. New MD&A

    On September 16, 2026, the U.S. Federal Reserve raised the target range for the federal funds rate by 25…

    New paragraph in MD&A.

    From the filings

    Now

    On September 16, 2026, the U.S. Federal Reserve raised the target range for the federal funds rate by 25 basis points to 3.75% to 4.00%, effective September 17, 2026, in response to elevated inflation. This marked its first rate increase since July 2023. Elevated inflation may reduce our customers disposable income, while higher interest rates may increase the monthly cost of financing vehicles, which could negatively affect vehicle affordability and demand throughout the automobile dealership sector. Additionally, higher interest rates could increase our floorplan financing and other borrowing costs. The impact of these macroeconomic developments on our results of operations cannot be predicted with certainty at this time.

  11. Changed MD&A

    On July 20, 2026, President Donald Trump signed a proclamation imposing an additional 50% ad valorem duty on…

    Adds "in response to Canada s tariff treatment of U.S. motor vehicles and auto parts."; drops "additional".

    From the filings

    Before

    On July 20, 2026, President Donald Trump signed a proclamation imposing an additional 50% ad valorem duty on certain products imported from Canada. The additional duty is scheduled to take effect on August 19, 2026, and would apply on top of any existing duties. Preferential tariff treatment under the United States-Mexico-Canada Agreement does not exempt covered goods. At this time, we cannot predict whether the additional duty will be implemented as scheduled, modified or challenged, or the extent or duration of any resulting impact on our business.

    Now

    On July 20, 2026, President Donald Trump signed a proclamation imposing an additional 50% ad valorem duty on certain products imported from Canada in response to Canada s tariff treatment of U.S. motor vehicles and auto parts. The duty became effective on August 22, 2026, and covered products are not exempt based on preferential treatment under the United States-Mexico-Canada Agreement. In September 2026, the President revised the list of Canadian products subject to the additional duty and provided that, effective September 15, 2026, the duty applies in addition to applicable Section 232 duties. Canada has imposed retaliatory tariffs on a range of U.S. products, including steel and aluminum, in addition to its existing tariffs on certain U.S. vehicles. Given the integration of the U.S. and Canadian automotive industries, these measures could increase manufacturers costs, disrupt supply chains and affect vehicle availability, pricing and consumer demand. Toyota maintains significant manufacturing operations in Canada, and its Toyota and Lexus brands together represent our largest share of vehicle unit sales. Accordingly, trade measures affecting Canadian automotive production and cross-border supply could affect the cost and availability of vehicles sold at our dealerships. We cannot predict whether these measures will be further modified or challenged, or the extent or duration of any resulting impact on our business or on the automobile dealership sector as a whole.

  12. New MD&A

    We continue to monitor the uncertain macroeconomic, industry and capital market conditions.

    New paragraph in MD&A.

    From the filings

    Now

    We continue to monitor the uncertain macroeconomic, industry and capital market conditions. We assess goodwill and intangible franchise rights for impairment on an annual basis, or more frequently when events or circumstances indicate that an impairment may have occurred. Performance issues at individual dealerships, adverse retail automotive industry and economic trends, a sustained decline in the trading price of our common stock or our market capitalization, including below our book value, reductions in manufacturer incentives, tariffs, franchise terminations or dispositions and increases in interest rates or our cost of capital that increase the discount rates used in our valuations, increase the risk of an impairment charge. When assessing market capitalization, we consider the duration and severity of any decline and a reasonable control premium. Although the effect of the macroeconomic environment and capital market conditions on our results of operations cannot be predicted with certainty, we may be required to record impairment charges if market and industry conditions deteriorate to such a level whereby the fair value of our reporting units or individual franchises is less than the respective carrying value. We cannot accurately predict the amount and timing of any additional impairment charge at this time; however, any such impairment charge, while non-cash, could have a material adverse effect on our results of operations and stockholders equity.

  13. New MD&A

    As of September 30, 2026, goodwill and intangible franchise rights totaled approximately $2.9 billion…

    New paragraph in MD&A.

    From the filings

    Now

    As of September 30, 2026, goodwill and intangible franchise rights totaled approximately $2.9 billion, representing approximately 27% of our total assets and approximately 95% of our stockholders equity, and this amount will increase as a result of the Hennessy Acquisition, the assets of which will be initially recorded at fair value with limited excess of fair value over carrying value. We considered the trading price of our common stock, among other factors, in evaluating whether a triggering event occurred during the Current Quarter and concluded that no interim impairment test was required. We will perform our annual impairment test as of October 31, 2026, and its results will be reflected in our 2026 Form 10-K.

  14. New MD&A

    Asset impairments totaled $7.0 million in the Current Quarter and $10.5 million in the Current Year…

    New paragraph in MD&A.

    From the filings

    Now

    Asset impairments totaled $7.0 million in the Current Quarter and $10.5 million in the Current Year, compared to $123.9 million in the Prior Year Quarter and $124.6 million in the Prior Year. During the Current Year, we recognized fixed asset impairment charges of $8.9 million in the U.S. segment and fixed asset impairment charges of $0.5 million and operating lease asset impairments of $1.1 million in the U.K. segment. During the Prior Year, we recognized goodwill, intangible franchise rights and fixed asset impairment charges of $93.0 million, $23.9 million and $7.7 million, respectively, primarily in the U.K. reporting unit.
Show the redline

Section by section. Added words and removed words against the earlier filing.

Cover page 4 changes

3 unchanged paragraphs

For the quarterly period ended June September 30, 2026

13 unchanged paragraphs

Title of each class Ticker Trading symbol(s) Name of exchange on which registered

3 unchanged paragraphs

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):

6 unchanged paragraphs

As of July 24, October 23, 2026, the registrant had 11,922,225 11,947,308 shares of common stock outstanding.

1 unchanged paragraph

Forward-looking statements 4 changes

1 unchanged paragraph

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 supply constraints, including as a result of the armed conflicts in Ukraine and the Middle East, including that between the U.S. and Iran, 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 to regulations and policies applicable to our operations, including battery electric vehicle ( EV ) mandates in the U.K. and their impact on new vehicle demand 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 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 EV production and sales. Broader macroeconomic challenges in the U.K., including inflationary pressures, fluctuations in interest and foreign exchange rates and overall economic volatility, could further impact vehicle affordability, demand and the Company s financial performance in that market. 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.

This Quarterly Report on Form 10-Q (this Form 10-Q ) includes 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 (the Exchange Act ). These include, but are not limited to, statements concerning: our strategy and future operating performance, our ability to achieve anticipated savings from cost reduction and restructuring initiatives; our ability to obtain desirable new and used vehicle inventory and parts and materials for our service operations, including in light of supply constraints, resulting from armed conflicts in Ukraine and the Middle East (including that between the U.S. and Iran), and increased costs for items such as synthetic motor oils; our liquidity, indebtedness and interest expense, and the availability and cost of financing, including consumer credit, the level of manufacturer incentives and our relationships with our manufacturers; capital allocation, including share repurchases and dividends; acquisitions and divestitures, including manufacturer approval, timing and completion, and the integration of the Hennessy Acquisition and realization of its anticipated operational, financial and strategic benefits; potential impairment of goodwill and intangible franchise rights; the Stockholder Agreement and the actions of our significant stockholders; cyberattacks or other privacy or data security incidents, including those affecting our vendors systems; business trends in the retail automotive industry; legislative, regulatory and policy changes including (i) battery EV mandates and vehicle emissions standards in the U.K. and their impact on new vehicle demand, (ii) U.S. global trade policy (including tariffs on imported automobiles and on parts and materials, retaliatory tariffs and litigation and refund claims related to invalidated tariffs), and (iii) changes to U.S. federal tax laws, including deductions affecting the domestic auto industry and the availability of clean energy tax credits for EV production and sales; and general economic conditions in the U.S. and the U.K., including inflation, interest and foreign exchange rates, vehicle affordability and consumer demand. When used in this Form 10-Q, the words anticipate, believe, estimate, expect, intend, may, should, will and similar expressions are intended to identify forward-looking statements.

These forward-looking statements are based on the Company s current expectations, assumptions and beliefs as of the date of this Form 10-Q concerning future developments and their potential effect on the Company and are not guarantees of future performance. 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 described above. These forward-looking statements involve significant risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements, expressed or implied, including, but not limited to, the risks set forth in Part II, Item 1A. Risk Factors of this Form 10-Q and Item 1A. Risk Factors in the Company s Annual Report on Form 10-K for the year ended December 31, 2025 (the 2025 Form 10-K ).

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 or publicly revise 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 as required by law.

1 unchanged paragraph

Financial statements 210 changes

3 unchanged paragraphs

Prepaid expenses 37.9 65.3

Goodwill 2,172.6 2,204.9

June September 30, 2026 December 31, 2025

Cash and cash equivalents $ 164.5 881.5 $ 32.5

Contracts-in-transit and vehicle receivables, net 299.7 280.5 326.4

Accounts and notes receivable, net 287.0 295.2 308.4

Inventories 2,759.6 2,573.5 2,741.3

Prepaid expenses 39.1 65.3

Other current assets 17.0 49.1 17.4

Current assets classified as held for sale 107.2 396.9 171.4

TOTAL CURRENT ASSETS 3,672.9 4,515.8 3,662.6

Property and equipment, net of accumulated depreciation of $ 787.2 785.3 and $ 746.3 , respectively

Operating lease assets 255.8 241.0 276.0

Goodwill 1,999.2 2,204.9

Intangible franchise rights 947.4 906.1 933.8

Other long-term assets 136.1 126.8 135.1

TOTAL ASSETS $ 10,286.5 10,785.1 $ 10,349.6

2 unchanged paragraphs

Floorplan notes payable credit facility and other, net of offset account of $ 157.5 153.0 and $ 504.2 , respectively

Floorplan notes payable manufacturer affiliates 776.9 767.3 832.3

Current maturities of long-term debt 314.6 261.8 259.0

Current operating lease liabilities 25.3 24.8 25.1

Accounts payable 685.6 600.6 732.8

Accrued expenses and other current liabilities 394.7 404.8 432.0

1 unchanged paragraph

TOTAL CURRENT LIABILITIES 3,601.5 3,415.8 3,403.1

Long-term debt 3,048.4 3,624.4 3,440.5

Long-term operating lease liabilities 207.0 192.9 229.9

Deferred income taxes 325.9 332.6 331.1

Other long-term liabilities 151.5 153.9 155.8

2 unchanged paragraphs

Common stock, $ 0.01 par value, 50,000,000 shares authorized; 24,922,415 24,911,604 and 24,941,249 shares issued, respectively

Additional paid-in capital 401.5 408.0 388.5

Retained earnings 4,642.3 4,738.5 4,421.9

Accumulated other comprehensive income (loss) 20.9 26.3 31.6

Treasury stock, at cost; 12,996,502 12,964,332 and 12,897,840 shares, respectively ( 2,112.8 2,107.7 ) ( 2,053.2 )

TOTAL STOCKHOLDERS EQUITY 2,952.2 3,065.4 2,789.1

TOTAL LIABILITIES AND STOCKHOLDERS EQUITY $ 10,286.5 10,785.1 $ 10,349.6

4 unchanged paragraphs

Three Months Ended June 30, Six Months Ended June 30,

New vehicle retail sales $ 2,606.1 $ 2,735.5 $ 5,168.5 $ 5,415.4

Used vehicle retail sales 1,718.3 1,848.2 3,493.2 3,603.6

Used vehicle wholesale sales 151.5 163.8 300.9 315.4

Parts and service sales 692.4 718.4 1,396.8 1,410.4

Finance, insurance and other, net 216.8 237.8 432.7 464.0

Total revenues 5,385.1 5,703.5 10,792.2 11,208.8

New vehicle retail sales 2,432.6 2,537.1 4,822.2 5,027.4

Used vehicle retail sales 1,636.4 1,751.8 3,323.6 3,413.7

Used vehicle wholesale sales 152.2 163.3 300.1 313.3

Parts and service sales 303.4 315.6 607.8 626.7

Total cost of sales 4,524.5 4,767.8 9,053.7 9,381.1

GROSS PROFIT 860.6 935.8 1,738.4 1,827.7

Selling, general and administrative expenses 623.5 646.1 1,224.1 1,263.4

Depreciation and amortization expense 30.9 28.7 62.1 58.0

Asset impairments 1.0 0.4 3.5 0.8

Restructuring charges 2.1 7.6 3.1 18.7

INCOME FROM OPERATIONS 203.1 253.0 445.7 486.9

Floorplan interest expense 22.0 26.4 45.3 53.3

Other interest expense, net 46.7 42.7 95.5 82.5

Three Months Ended September 30, Nine Months Ended September 30,

New vehicle retail sales $ 2,665.1 $ 2,807.4 $ 7,833.6 $ 8,222.8

Used vehicle retail sales 1,691.1 1,852.1 5,184.3 5,455.7

Used vehicle wholesale sales 124.0 148.4 424.9 463.8

Parts and service sales 700.7 733.9 2,097.5 2,144.4

Finance, insurance and other, net 215.8 240.9 648.5 704.8

Total revenues 5,396.7 5,782.7 16,188.8 16,991.5

New vehicle retail sales 2,495.3 2,621.3 7,317.5 7,648.7

Used vehicle retail sales 1,611.2 1,766.8 4,934.8 5,180.4

Used vehicle wholesale sales 126.7 148.7 426.9 462.0

Parts and service sales 308.7 326.3 916.5 953.0

Total cost of sales 4,541.9 4,863.0 13,595.6 14,244.1

GROSS PROFIT 854.8 919.7 2,593.2 2,747.4

Selling, general and administrative expenses 618.2 654.9 1,842.2 1,918.2

Depreciation and amortization expense 31.2 31.6 93.3 89.6

Asset impairments 7.0 123.9 10.5 124.6

Restructuring charges 0.1 1.6 3.2 20.3

Other operating income ( 2.3 ) ( 2.3 )

INCOME FROM OPERATIONS 200.7 107.8 646.3 594.7

Floorplan interest expense 21.0 23.7 66.3 77.0

Other interest expense, net 48.1 48.0 143.6 130.4

1 unchanged paragraph

INCOME BEFORE INCOME TAXES 134.4 183.9 304.9 351.4

Provision for income taxes 31.4 44.0 72.0 83.8

Net income from continuing operations 103.0 139.8 232.9 267.6

NET INCOME $ 103.3 $ 140.5 $ 233.5 $ 268.6

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and 130 more changes in the filing

Note 1: BASIS OF PRESENTATION AND CONSOLIDATION AND ACCOUNTING POLICIES 1 change

7 unchanged paragraphs

In November 2025, the FASB issued ASU 2025-09, Derivatives and Hedging (Topic 815): Hedge Accounting Improvements . The ASU is intended to simplify and clarify hedge accounting under ASC Accounting Standards Codification 815 and improves the alignment of hedge results with risk-management activities. The standard will be effective for fiscal years beginning after December 15, 2026, and interim periods within those annual reporting periods. The Company does not expect that the adoption of the provisions of the ASU will have a material impact on its consolidated financial statements.

3 unchanged paragraphs

Note 2: REVENUES 24 changes

1 unchanged paragraph

Three Months Ended June 30, 2026 Six Months Ended June 30, 2026

Three Months Ended September 30, 2026 Nine Months Ended September 30, 2026

1 unchanged paragraph

New vehicle retail sales $ 2,023.0 $ 583.1 $ 2,606.1 $ 3,875.0 $ 1,293.5 $ 5,168.5

Used vehicle retail sales 1,112.8 605.5 1,718.3 2,230.4 1,262.9 3,493.2

Used vehicle wholesale sales 87.7 63.8 151.5 182.2 118.7 300.9

Total new and used vehicle sales 3,223.5 1,252.4 4,475.9 6,287.6 2,675.1 8,962.7

New vehicle retail sales $ 2,050.5 $ 614.7 $ 2,665.1 $ 5,925.5 $ 1,908.2 $ 7,833.6

Used vehicle retail sales 1,146.8 544.2 1,691.1 3,377.2 1,807.1 5,184.3

Used vehicle wholesale sales 74.3 49.6 124.0 256.6 168.4 424.9

Total new and used vehicle sales 3,271.6 1,208.6 4,480.2 9,559.2 3,883.6 13,442.8

2 unchanged paragraphs

Total revenues $ 3,933.4 $ 1,451.7 $ 5,385.1 $ 7,697.2 $ 3,094.9 $ 10,792.2

Three Months Ended June 30, 2025 Six Months Ended June 30, 2025

Total revenues $ 3,991.1 $ 1,405.6 $ 5,396.7 $ 11,688.3 $ 4,500.6 $ 16,188.8

Three Months Ended September 30, 2025 Nine Months Ended September 30, 2025

1 unchanged paragraph

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

New vehicle retail sales $ 2,187.0 $ 620.4 $ 2,807.4 $ 6,288.7 $ 1,934.1 $ 8,222.8

Used vehicle retail sales 1,230.4 621.8 1,852.1 3,577.9 1,877.8 5,455.7

Used vehicle wholesale sales 90.9 57.5 148.4 269.4 194.4 463.8

Total new and used vehicle sales 3,508.3 1,299.6 4,807.9 10,136.0 4,006.3 14,142.3

2 unchanged paragraphs

Total revenues $ 4,177.2 4,277.9 $ 1,526.4 1,504.8 $ 5,703.5 5,782.7 $ 8,098.9 12,376.9 $ 3,109.9 4,614.6 $ 11,208.8 16,991.5 (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 vari able consideration recognized of $ 6.1 7.3 million and $ 5.1 8.5 million during the three months ended June September 30, 2026 and 2025, respectively, and $ 5.8 13.1 million and $ 15.5 23.9 million during the six nine months ended June September 30, 2026 and 2025, , 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.

Note 3: ACQUISITIONS AND DISPOSITIONS 4 changes

1 unchanged paragraph

During the six nine months ended June September 30, 2026, the Company acqui red four dealerships in the U.S., including two Toyota dealerships and two Honda dealerships. Aggregate consideration paid for these dealerships, which were accounted for as business combinations, was $ 219.0 million. At The time of the acquisition, the Company intended to divest two of the dealerships, which it completed subsequent to divested one Honda and one Toyota dealership during the current quarter. As of June three months ended September 30, 2026, these two dealerships were included in assets held for sale. aggregate proceeds of $ 90.8 million. Goodwill associated with the retained dealerships totaled $ 53.2 54.4 million.

During the six nine months ended June September 30, 2026, the Company acquired three dealerships in the U.K., specifically including two Volkswagen dealerships and one Skoda dealership. Aggregate consideration paid for these dealerships, which were accounted for as business combinations, was $ 0.6 million. There was no goodwill associated with the acquisitions. .

1 unchanged paragraph

During the six nine months ended June September 30, 2025, the Company acquired three four dealerships in the U.S., including one Lexus dealership, one Acura dealership and one two Mercedes-Benz dealership. dealerships. Aggregate consideration paid for these dealerships, which were accounted for as business combinations, was $ 305.8 531.7 million. Goodwill associated with the acquisitions totaled $ 164.4 250.6 million.

During the six nine months ended June September 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.

1 unchanged paragraph

Notes to the financial statements 33 changes

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, 2026 December 31, 2025

Other current assets (1)

Other long-term assets (2)

Total assets $ 44.3 $ 45.5

(1) As of June 30, 2026 and December 31, 2025 , the balance included gross fair value of $ 0.5 million and $ , respectively, related to the de-designated swaps as described below.

(2) As of June 30, 2026 and December 31, 2025, the balance included gross fair value of $ 2.2 million for both periods 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, 2026 and December 31, 2025 .

Interest Rate Swaps De-designated as Cash Flow Hedges

During the three months ended March 31, 2026, the Company de-designated one mortgage interest rate swap due to the Company settling the underlying mortgage associated with the swap during the same period. No interest rate swaps were de-designated during the three months ended June 30, 2026.

The Company reclassified all previously deferred gains associated with the de-designated interest rate swap of $ 0.6 million, net of tax of $ 0.2 million, for the three months ended March 31, 2026, from AOCI into income as an adjustment to Other interest expense, net , as the remaining forecasted hedged transactions associated with the interest rate swap were probable of not occurring due to the settlement of the mortgage described above.

As of June 30, 2026, the Company had two de-designated interest rate swaps with a notional value of $ 43.6 million and a weighted average interest rate of 0.57 %. The de-designated swaps will mature between March 31, 2027 and March 1, 2030.

The Company recorded unrealized mark-to-mark et lo sses of $ 0.1 million and $ 0.2 million and realized gains of $ 0.3 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, 2026, respectively. The Company recorded unrealized mark-to-mark et 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.

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, 2026 , the Company held 22 interest rate swaps designated as cash flow hedges with a total notional value of $ 723.4 million that fixed its underlying SOFR at a weighted average rate of 1.22 %. 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 % . The maturity dates of the Company s designated interest rate swaps range between July 1, 2026 and December 31, 2031.

On July 30, 2026, the Company entered into a Purchase and Sale Agreement (as amended, the Purchase Agreement ) to acquire all of the assets (other than certain excluded assets) relating to the operation of 10 automobile dealerships and one collision center located in the Greater Atlanta, Georgia market, together with certain related real estate and leasehold interests (the Hennessy Acquisition ). On October 19, 2026, the Company completed the Hennessy Acquisition. The aggregate consideration paid by the Company was approximately $ 1.3 billion, subject to customary post-closing adjustments. The Hennessy Acquisition was funded with the net proceeds from the Company s September 22, 2026 private placement of $ 625.0 million in aggregate principal amount of 6.250 % Senior Notes due February 2032 ( 6.250 % Senior Notes ) and $ 625.0 million in aggregate principal amount of 6.625 % Senior Notes due February 2035 ( 6.625 % Senior Notes ), together with cash on hand.

At the closing, $ 80.0 million of the purchase price was deposited into an indemnity escrow account to secure Hennessy s post-closing indemnification obligations under the Purchase Agreement, with 25 % to be released to Hennessy three months after the closing, an additional 25 % to be released nine months after the closing and the remainder to be released 18 months after the closing, in each case subject to pending claims, if any.

The Hennessy Acquisition will be accounted for as a business combination. The Hennessy Acquisition closed just prior to the issuance of these Condensed Consolidated Financial Statements, thus the initial accounting for the combination, including the allocation of the purchase price to the assets acquired and limited liabilities assumed, the amount of goodwill and the relevant pro forma information was incomplete as of the date of this Form 10-Q. Refer to Note 9. Debt for additional information regarding the 6.250 % Senior Notes and 6.625 % Senior Notes issuance.

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 nine months ended September 30, 2026, the Company recorded a net pre-tax gain totaling $ 44.2 million related to the disposition of four dealerships in the U.S. The dispositions reduced goodwill by $ 109.4 million.

During the nine months ended September 30, 2026, the Company recorded a net pre-tax loss totaling $ 8.1 million related to the disposition of eight dealerships in the U.K. The dispositions reduced goodwill by $ 8.8 million.

During the nine months ended September 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 nine months ended September 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 nine months ended September 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 three months ended September 30, 2026, the Company executed agreements to dispose of seven U.S. dealerships and related real estate. As a result, the related assets and liabilities of these dealerships, including the related real estate assets, were classified as assets held for sale as of September 30, 2026. No impairment loss was recognized on the transfer of these dealerships to assets held for sale during the period. Subsequent to September 30, 2026, the Company completed the disposition of three of these dealerships for proceeds of approximately $ 235 million.

The following table presents the carrying amounts of the major classes of assets held for sale in the U.S. segment that were included in the Condensed Consolidated Balance Sheet as of September 30, 2026.

Assets held for sale (in millions) September 30, 2026

Property and equipment 114.5

Intangible franchise rights 40.3

Total current assets classified as held for sale $ 396.9

1 unchanged paragraph

Note 4: RESTRUCTURING 6 changes

3 unchanged paragraphs

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

4 unchanged paragraphs

Total restructuring charges $ 2.1 $ 7.6 $ 3.6 $ 18.7

Total restructuring charges $ 0.1 $ 1.6 $ 3.6 $ 20.3

Charges associated with Restructuring Plans are included within Restructuring charges on the Condensed Consolidated Statements of Operations. As of June September 30, 2026, the Company has incurred $ 11.7 million of restructuring charges related to the 2025 Restructuring Plan since the commencement of the plan.

3 unchanged paragraphs

June September 30, 2026 $ 0.9 0.6 $ 2.8

2 unchanged paragraphs

Note 5: SEGMENT INFORMATION 47 changes

As of June September 30, 2026, 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.

1 unchanged paragraph

Three Months Ended June 30, 2026 Six Months Ended June 30, 2026

Three Months Ended September 30, 2026 Nine Months Ended September 30, 2026

1 unchanged paragraph

Depreciation and amortization expense $ 23.9 $ 7.0 $ 30.9 $ 47.3 $ 14.7 $ 62.1

Asset impairments $ $ 1.0 $ 1.0 $ 1.9 $ 1.6 $ 3.5

Restructuring charges $ $ 2.1 $ 2.1 $ $ 3.1 $ 3.1

Floorplan interest expense $ 14.8 $ 7.2 $ 22.0 $ 31.0 $ 14.3 $ 45.3

Other interest expense, net $ 40.7 $ 6.0 $ 46.7 $ 83.6 $ 11.9 $ 95.5

Income (loss) before income taxes $ 134.7 $ ( 0.3 ) $ 134.4 $ 279.3 $ 25.6 $ 304.9

Total revenues $ 3,933.4 3,991.1

Cost of sales $ 3,274.9 3,333.4

SG&A expenses $ 444.3 452.1

Depreciation and amortization expense $ 23.6 $ 7.6 $ 31.2 $ 71.0 $ 22.3 $ 93.3

Asset impairments $ 7.0 $ $ 7.0 $ 8.9 $ 1.6 $ 10.5

Restructuring charges $ $ 0.1 $ 0.1 $ $ 3.2 $ 3.2

Other operating income $ $ ( 2.3 ) $ ( 2.3 ) $ $ ( 2.3 ) $ ( 2.3 )

Floorplan interest expense $ 14.8 $ 6.2 $ 21.0 $ 45.8 $ 20.6 $ 66.3

Other interest expense, net $ 42.7 $ 5.5 $ 48.1 $ 126.3 $ 17.3 $ 143.6

Income before income taxes $ 117.5 $ 14.0 $ 131.5 $ 396.8 $ 39.6 $ 436.4

1 unchanged paragraph

Non-real estate related capital expenditures 36.2 5.8 42.0 79.6 12.2 91.8

Total capital expenditures $ 37.0 $ 5.8 $ 42.8 $ 91.2 $ 35.6 $ 126.8

Three Months Ended June 30, 2025 Six Months Ended June 30, 2025

Real estate related capital expenditures $ 0.8 0.9 $ $ 0.8 0.9 $ 11.6 12.5 $ 23.4 $ 35.0 35.9

Non-real estate related capital expenditures 30.6 8.8 39.4 110.2 21.0 131.2

Total capital expenditures $ 31.5 $ 8.8 $ 40.3 $ 122.7 $ 44.4 $ 167.1

Three Months Ended September 30, 2025 Nine Months Ended September 30, 2025

1 unchanged paragraph

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

Total revenues $ 4,177.2 4,277.9

Cost of sales $ 3,448.5 3,562.9

SG&A expenses $ 471.6 481.2

Depreciation and amortization expense $ 23.8 $ 7.8 $ 31.6 $ 67.0 $ 22.6 $ 89.6

Asset impairments $ $ 123.9 $ 123.9 $ ( 1.9 ) $ 126.5 $ 124.6

Restructuring charges $ $ 1.6 $ 1.6 $ $ 20.3 $ 20.3

Floorplan interest expense $ 17.1 $ 6.6 $ 23.7 $ 57.9 $ 19.1 $ 77.0

Other interest expense, net $ 40.8 $ 7.2 $ 48.0 $ 108.0 $ 22.5 $ 130.4

1 unchanged paragraph

Income before income taxes $ 179.6 $ 4.3 $ 183.9 $ 335.7 $ 15.7 $ 351.4

Income (loss) before income taxes $ 152.2 $ ( 116.0 ) $ 36.2 $ 487.9 $ ( 100.3 ) $ 387.5

1 unchanged paragraph

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 (1) Other segment items primarily relate to currency translation.

Real estate related capital expenditures $ 10.0 $ $ 10.0 $ 42.5 $ $ 42.5

Non-real estate related capital expenditures 48.2 10.1 58.2 127.5 22.1 149.6

Total capital expenditures $ 58.2 $ 10.1 $ 68.2 $ 170.1 $ 22.1 $ 192.2 (1) Other segment items primarily relate to currency translation.

1 unchanged paragraph

Note 6: EARNINGS PER SHARE 19 changes

2 unchanged paragraphs

Three Months Ended June 30, Six Months Ended June 30,

Weighted average basic common shares outstanding 11,816,097 12,814,393 11,836,333 12,936,243

Weighted average dilutive common shares outstanding 11,840,951 12,842,691 11,860,122 12,962,372

Net income $ 103.3 $ 140.5 $ 233.5 $ 268.6

Three Months Ended September 30, Nine Months Ended September 30,

Weighted average basic common shares outstanding 11,849,571 12,766,975 11,840,794 12,879,200

Dilutive effect of stock-based awards and employee stock purchases 24,854 28,298 23,789 26,129 24,233 26,986 23,939 26,418

Weighted average dilutive common shares outstanding 11,873,804 12,793,961 11,864,733 12,905,618

Net income $ 102.9 $ 13.0 $ 336.4 $ 281.6

Less: Earnings allocated to participating securities from continuing operations 1.0 1.6 2.3 0.9 0.1 3.2 3.2

1 unchanged paragraph

Basic earnings per common share $ 8.66 $ 10.84 $ 19.54 $ 20.52

Net income $ 103.3 $ 140.5 $ 233.5 $ 268.6

Net income available to basic common shares $ 102.3 102.0 $ 138.9 12.8 $ 231.2 333.2 $ 265.4 278.4

Basic earnings per common share $ 8.61 $ 1.00 $ 28.14 $ 21.61

Net income $ 102.9 $ 13.0 $ 336.4 $ 281.6

Less: Earnings allocated to participating securities from continuing operations 1.0 1.6 2.3 0.9 0.1 3.2 3.2

1 unchanged paragraph

Diluted earnings per common share $ 8.64 $ 10.82 $ 19.50 $ 20.48

Net income available to diluted common shares $ 102.3 102.0 $ 139.0 12.8 $ 231.2 333.2 $ 265.4 278.4

Diluted earnings per common share $ 8.59 $ 1.00 $ 28.09 $ 21.57

1 unchanged paragraph

Note 7: FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS 9 changes

7 unchanged paragraphs

The Company estimates the fair value of its $ 750.0 million 4.00 % Senior Notes due August 2028 ( 4.00 % Senior Notes ), and the $ 500.0 million 6.375 % Senior Notes due January 2030 ( 6.375 % Senior Notes ), the 6.250 % Senior Notes and the 6.625 % 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.

1 unchanged paragraph

June September 30, 2026 December 31, 2025

2 unchanged paragraphs

Total $ 1,376.3 $ 1,361.9 $ 1,380.0 $ 1,384.1

6.250 % Senior Notes

6.625 % Senior Notes

Real estate related 126.3 125.1 119.4 117.3 130.0 130.3

Total $ 2,619.4 $ 2,531.1 $ 1,380.0 $ 1,384.1

1 unchanged paragraph

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.

1 unchanged paragraph

Note 8: RECEIVABLES, NET AND CONTRACT ASSETS 15 changes

1 unchanged paragraph

June September 30, 2026 December 31, 2025

1 unchanged paragraph

Vehicle receivables 118.4 102.9

Contracts-in-transit $ 181.9 176.3 $ 224.0

Vehicle receivables 104.8 102.9

Total contracts-in-transit and vehicle receivables 300.2 281.0 326.8

Less: allowance for doubtful accounts 0.6 0.5 0.5

Total contracts-in-transit and vehicle receivables, net $ 299.7 280.5 $ 326.4

1 unchanged paragraph

Manufacturer receivables $ 156.2 $ 175.5

Manufacturer receivables $ 166.8 $ 175.5

Parts and service receivables 82.7 80.4 84.0

F&I receivables 33.3 33.2 39.2

Total accounts and notes receivable 292.4 301.4 313.2

Less: allowance for doubtful accounts 5.4 6.2 4.8

Total accounts and notes receivable, net $ 287.0 295.2 $ 308.4

2 unchanged paragraphs

(1) No allowance for doubtful accounts was recorded for contract assets as of June September 30, 2026 or December 31, 2025.

1 unchanged paragraph

Note 9: DEBT 32 changes

1 unchanged paragraph

June September 30, 2026 December 31, 2025

2 unchanged paragraphs

Finance leases 282.9 329.5

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, 2026, borrowings under the Acquisition Line, a component of the Revolving Credit Facility (as defined in Note 10. Floorplan Notes Payable), totaled $ 809.0 million. The weighted average interest rate on this facility was 4.99 % for the six months ended June 30, 2026.

The Company has mortgage loans in the U.S. and the U.K. that are paid in installments. As of June 30, 2026, borrowings outstanding under these facilities totaled $ 1.0 billion, gross of debt issuance costs, comprised of $ 696.0 million in the U.S. and $ 319.8 million in the U.K., respectively.

6.250 % Senior Notes due February 1, 2032

6.625 % Senior Notes due February 1, 2035

Acquisition Line 809.0 964.0

Real estate related 1,015.8 1,112.2 1,151.0

Finance leases 285.2 329.5

Total other debt 1,315.5 1,413.7 1,498.7

Total debt 3,374.5 3,913.7 3,712.7

Less: unamortized debt issuance costs 11.5 27.6 13.2

Less: current maturities 314.6 261.8 259.0

Total long-term debt $ 3,048.4 3,624.4 $ 3,440.5

6.250 % Senior Notes and 6.625 % Senior Notes Issuance

On September 22, 2026, the Company issued the following notes, at par:

Description Principal Amount

(in millions) Maturity Date Effective Interest Rate (1)

Interest Payment Dates

6.250 % Senior Notes

$ 625.0 February 1, 2032 6.531 % February 1 and August 1

6.625 % Senior Notes

$ 625.0 February 1, 2035 6.825 % February 1 and August 1

(1) The effective interest rate is after the impact of associated debt issuance costs.

6.250 % Senior Notes

The 6.250 % Senior Notes, which mature on February 1, 2032, are redeemable in part, up to 40 % of the original principal amount, using the proceeds of certain equity offerings at a redemption price of 106.250 % of the principal amount thereof, plus accrued and unpaid interest, at any time prior to February 1, 2030, subject to certain conditions. The Company, at its option, may redeem some or all of the 6.250 % Senior Notes at the redemption prices (expressed as percentages of principal amount of the notes) set forth below, plus accrued and unpaid interest.

Redemption Period (On or After) Redemption Price

February 1, 2030 103.125 %

February 1, 2031 101.563 %

February 1, 2032 and thereafter 100.000 %

The 6.250 % Senior Notes were subject to a special mandatory redemption at a price equal to 100 % of the initial issue price, plus accrued and unpaid interest, if the Hennessy Acquisition was not consummated on or prior to January 6, 2027 (subject to extension under the Purchase Agreement), or upon the occurrence of certain other events. On October 19, 2026, the Company completed the Hennessy Acquisition and, as a result, the special mandatory redemption provision is no longer applicable.

GROUP 1 AUTOMOTIVE, INC.

Note 10: FLOORPLAN NOTES PAYABLE 18 changes

1 unchanged paragraph

FMCC Facility $ 176.2 $ 188.7

June September 30, 2026 December 31, 2025

Revolving Credit Facility floorplan notes payable $ 1,382.3 1,275.1 $ 1,388.5

Revolving Credit Facility floorplan notes payable offset account ( 157.5 153.0 ) ( 504.2 )

Revolving Credit Facility floorplan notes payable, net 1,224.8 1,122.1 884.2

Other non-manufacturer facilities 179.5 234.4 199.3

Floorplan notes payable credit facility and other, net $ 1,404.3 1,356.6 $ 1,083.5

FMCC Facility $ 161.7 $ 188.7

GM Financial Facility 209.4 209.1 201.4

Other manufacturer affiliate facilities 391.3 396.5 442.2

Floorplan notes payable manufacturer affiliates, net $ 776.9 767.3 $ 832.3

2 unchanged paragraphs

In the U.S., the Company has a $ 3.5 billion revolving syndicated credit arrangement that matures on May 30, 2030, with 18 participating financial institutions (the Revolving Credit Facility ). The Company has the ability to increase the availability 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. The Company had $ 12.3 million and $ 11.8 million in letters of credit outstanding as of June September 30, 2026 and December 31, 2025, respectively.

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 5.14 % for the nine months ended September 30, 2026, 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.

In conjunction with the Revolving Credit Facility, the Company had $ 6.6 million and $ 8.0 million of unamortized debt issuance costs as of September 30, 2026 and December 31, 2025, 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

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 7.00 % as of September 30, 2026.

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 September 30, 2026, the GM Financial Facility had a total borrowing capacity of $ 376.7 million.

1 unchanged paragraph

Note 11: CASH FLOW INFORMATION 4 changes

The accrual for capital expendit ures was $ 7.4 6.5 million and $ 3.7 million as of June September 30, 2026 and December 31, 2025, respectively.

1 unchanged paragraph

GROUP 1 AUTOMOTIVE, INC.

Cash paid for interest, including the monthly settlement of the Company s interest rate swaps, was $ 138.9 220.2 million and $ 128.5 212.2 million for the six nine months ended June September 30, 2026 and 2025, 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 $ 53.3 73.8 million and $ 52.1 85.4 million for the six nine months ended June September 30, 2026 and 2025, respectively.

Legal proceedings 2 changes

As of June September 30, 2026, 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.

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 $ 26.1 24.7 million as of June September 30, 2026.

1 unchanged paragraph

Note 13: ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) 20 changes

1 unchanged paragraph

Six Months Ended June 30, 2026

Nine Months Ended September 30, 2026

3 unchanged paragraphs

Pre-tax ( 9.4 ) 8.3 ( 1.1 )

Tax effect ( 2.0 ) ( 2.0 )

Pre-tax ( 8.6 ) 18.5 9.9

Tax effect ( 4.4 ) ( 4.4 )

1 unchanged paragraph

Floorplan interest expense (pre-tax) ( 5.4 8.2 ) ( 5.4 8.2 )

Other interest expense, net (pre-tax) ( 3.8 5.2 ) ( 3.8 5.2 )

1 unchanged paragraph

Balance, June 30, 2026 $ ( 11.1 ) $ 32.0 $ 20.9

Six Months Ended June 30, 2025

Provision for income taxes 2.4 2.4 3.4 3.4

Net current period other comprehensive (loss) income ( 8.6 ) 3.3 ( 5.3 )

Balance, September 30, 2026 $ ( 10.3 ) $ 36.6 $ 26.3

Nine Months Ended September 30, 2025

3 unchanged paragraphs

Pre-tax 69.8 ( 8.8 ) 60.9

Pre-tax 54.8 ( 7.8 ) 47.0

1 unchanged paragraph

Floorplan interest expense (pre-tax) ( 8.0 12.0 ) ( 8.0 12.0 )

1 unchanged paragraph

Provision for income taxes 3.2 3.2 4.9 4.9

1 unchanged paragraph

Balance, June 30, 2025 $ 13.3 $ 41.1 $ 54.4

Balance, September 30, 2025 $ ( 1.7 ) $ 36.7 $ 34.9

MD&A 936 changes

1 unchanged paragraph

On July 20, 2026, President Donald Trump signed a proclamation imposing an additional 50% ad valorem duty on certain products imported from Canada. The additional duty is scheduled to take effect on August 19, 2026, and would apply on top of any existing duties. Preferential tariff treatment under the United States-Mexico-Canada Agreement does not exempt covered goods. At this time, we cannot predict whether the additional duty will be implemented as scheduled, modified or challenged, or the extent or duration of any resulting impact on our business.

On February 20, 2026, the U.S. Supreme Court held that President Donald Trump lacked authority under the International Emergency Economic Powers Act ( IEEPA ) to impose certain reciprocal and other emergency-based tariffs. The decision invalidated those IEEPA-based tariff actions and halted their collection. On the same date, President Donald Trump issued an executive order, which formally terminated those IEEPA based tariff actions and directed that their collection cease. Tariffs imposed under other statutory authorities, including Section 232 (such as the automotive and medium/heavy-duty vehicle proclamations), were not affected by the ruling or executive order and remain in force.

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 61 60 towns and cities in the U.K. As of June September 30, 2026, our retail network consisted of 147 145 dealerships in the U.S. and 106 104 dealerships in the U.K.

During the second quarter, we entered into an agreement with Chinese automaker Geely to expand its U.K. network through three new locations. We opened the first location in June 2026, the second in October 2026, and expect to open the third location in December. Subsequent to the three months ended September 30, 2026 ( Current Quarter ), we agreed with Chinese automaker Chery to open an Omoda & Jaecoo location in the U.K., which we expect to open in December as well. These additions broaden our U.K. brand portfolio amid increasing consumer adoption of Chinese automotive brands and growth in demand for electric and plug-in hybrid vehicles. We intend to selectively expand our representation of these brands to address evolving customer preferences and support growth in our U.K. segment.

On July 30, 2026, we entered into a Purchase Agreement to acquire 10 automobile dealerships and one collision center, including certain real estate, located in the Greater Atlanta, Georgia market. The Hennessy Acquisition closed on October 19, 2026. Refer to Note 3. Acquisitions and Dispositions within our Notes to Condensed Consolidated Financial Statements for further discussion of the Hennessy Acquisition.

In October 2026, the U.S. and Mexico continued negotiations regarding potential reductions to U.S. tariffs on Mexican automobiles, steel and aluminum, including discussions related to the United States-Mexico-Canada Agreement. Although progress toward an agreement was initially reported, negotiations have subsequently slowed due to disagreements over proposed tariff reductions, including the existing 25% tariff on Mexican automobiles and 50% tariffs on steel and aluminum. Continued uncertainty surrounding these trade negotiations and potential changes to tariffs could increase manufacturers costs, disrupt supply chains and affect vehicle availability, pricing and consumer demand. The extent to which these developments may impact our results of operations cannot be predicted at this time.

On September 21, 2026, we entered into a Stockholder Agreement with Conifer Management, L.L.C. and certain of its affiliates ( Conifer ), one of our largest stockholders. Our Board of Directors will expand from 10 to 11 directors and appoint to the Board Benjamin Hart, a member of the investment team for the Acacia funds managed by Conifer, effective November 1, 2026. The agreement contains customary standstill, voting, confidentiality and non-disparagement provisions, including Conifer s agreement to vote in accordance with the Board s recommendations, subject to limited exceptions, and a 19% cap on its beneficial ownership. Conifer s continued director designation right is conditioned on maintaining at least 5% beneficial ownership. Refer to Part II, Item 1A. Risk Factors within this Form 10-Q for further discussion of risks associated with our significant stockholders.

On September 16, 2026, the U.S. Federal Reserve raised the target range for the federal funds rate by 25 basis points to 3.75% to 4.00%, effective September 17, 2026, in response to elevated inflation. This marked its first rate increase since July 2023. Elevated inflation may reduce our customers disposable income, while higher interest rates may increase the monthly cost of financing vehicles, which could negatively affect vehicle affordability and demand throughout the automobile dealership sector. Additionally, higher interest rates could increase our floorplan financing and other borrowing costs. The impact of these macroeconomic developments on our results of operations cannot be predicted with certainty at this time.

On July 20, 2026, President Donald Trump signed a proclamation imposing an additional 50% ad valorem duty on certain products imported from Canada in response to Canada s tariff treatment of U.S. motor vehicles and auto parts. The duty became effective on August 22, 2026, and covered products are not exempt based on preferential treatment under the United States-Mexico-Canada Agreement. In September 2026, the President revised the list of Canadian products subject to the additional duty and provided that, effective September 15, 2026, the duty applies in addition to applicable Section 232 duties. Canada has imposed retaliatory tariffs on a range of U.S. products, including steel and aluminum, in addition to its existing tariffs on certain U.S. vehicles. Given the integration of the U.S. and Canadian automotive industries, these measures could increase manufacturers costs, disrupt supply chains and affect vehicle availability, pricing and consumer demand. Toyota maintains significant manufacturing operations in Canada, and its Toyota and Lexus brands together represent our largest share of vehicle unit sales. Accordingly, trade measures affecting Canadian automotive production and cross-border supply could affect the cost and availability of vehicles sold at our dealerships. We cannot predict whether these measures will be further modified or challenged, or the extent or duration of any resulting impact on our business or on the automobile dealership sector as a whole.

During Beginning in the second quarter of 2026, disruptions in the global supply of Group III base oils, a key component of synthetic motor oil, have resulted in supply constraints and increased costs for certain synthetic oils and lubricants across the sector. These disruptions have been attributed to refinery outages and shipping disruptions associated with ongoing geopolitical conflict in the Middle East. Continued Prolonged supply constraints could increase the cost of lubricants used in our service operations, limit the availability of certain oil grades and affect our ability to perform routine service for customers. At this time, we cannot predict the extent or duration of any such impacts on our operations or on the operations of the broader automobile dealership sector.

In April 2026, we undertook cost-cutting measures within our U.S. business, reducing our staffing by nearly 700 full-time employees and reducing SG&A costs through contract and vendor elimination. We expect that these efforts will exceeded our target to remove at least $50 million in annual costs from our U.S. operations.

On April 13, 2026, the U.K. Department for Transport announced a proposal to update minimum vehicle emissions standards to align with the Euro 7 standard implemented in the European Union. If adopted, the Euro 7 standard would set stricter standards for exhaust and non-exhaust vehicle emissions, including greenhouse gas ( GHG ) emissions. Euro 7 would also set battery durability requirements for EVs. If finalized, stricter emissions standards could result in increased costs and affect our U.K. results of operations. The consultation period closed on May 25, 2026, however the proposal has not yet been finalized. Further, On July 6, 2026, the U.K. Department for Transport opened a consultation on its proposal to prohibit the maintenance or modification of vehicles subsequent to their manufacture that would prevent them from meeting the emissions standards in place when the vehicles were originally produced. The Department for Transport has estimated that the legislation will be passed in 2027.

On February 28, 2026, the U.S. and the State of Israel commenced coordinated military operations against the Islamic Republic of Iran ( Iran ). The resulting conflict has increased volatility in global supply chains and energy markets, as well as geopolitical instability. Disruptions affected energy supplies and critical maritime transit routes, particularly the Strait of Hormuz, driving additional increases in fuel prices and reductions in supplies, which adversely affected consumer demand for vehicles and broader economic conditions. On June 17, 2026, Although the U.S. and Iran signed a memorandum of understanding on June 17, 2026, intended to end the conflict and reopen the Strait of Hormuz, However, the ceasefire has been repeatedly disrupted by renewed agreement subsequently broke down and military operations resumed in July 2026. The conflict remains ongoing, and continued although commercial traffic through the Strait of Hormuz increased during the third quarter, it has not returned to pre-conflict levels. In October 2026, renewed attacks on commercial vessels in the region further heightened concerns regarding the safety and reliability of maritime shipping routes. As a result, uncertainty regarding energy markets, commercial shipping and broader geopolitical conditions continues, and we cannot predict the extent nor or duration of any resulting impacts impact on our business, financial condition or results of operations or the impact on the automobile dealership sector as a whole.

On February 20, 2026, the U.S. Supreme Court held that President Donald Trump lacked authority under the International Emergency Economic Powers Act ( IEEPA ) to impose certain reciprocal and other emergency-based tariffs. The Supreme Court s decision and related executive action have created uncertainty regarding the future tariff environment, including the potential for litigation, refund claims by parties directly subject to the invalidated tariffs and the use of alternative statutory authorities by the administration to impose new or modified tariffs. In October 2026, U.S. Customs and Border Protection expanded its processing of certain refund claims related to the invalidated IEEPA tariffs. Additionally, the U.S. Court of International Trade certified a class of importers seeking refunds of previously collected duties. The certification remains subject to appeal, and the timing, availability and ultimate amount of any refunds remain uncertain. We cannot predict the timing, scope, nor outcome of future tariff related tariff-related actions or their potential effect, if any, on our results of operations or the impact on the operations of the broader automobile dealership sector. 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.

On February 18, 2026, the U.S. Environmental Protection Agency ( EPA ) issued a final rule rescinding the GHG Endangerment Finding, which provides the authority underpinning the majority of the EPA s GHG-related regulations, including those for emissions from new motor vehicles and engines, and the National Highway Traffic Safety Administration s Corporate Average Fuel Economy standards. The final rule also repealed all of the EPA s GHG emission standards for light-duty, medium-duty and heavy-duty motor vehicles and engines. Litigation challenging the EPA s final rule is ongoing, and we cannot predict the final outcome. Certain states, such as California, have previously adopted or have announced an intent to adopt standards regulating GHG and other vehicle emissions and setting EV targets However, which remain subject to legal challenges. On June 12, September 2, 2026, the U.S. District Court for the District of Columbia granted a preliminary injunction requiring the EPA announced its transmission to Congress of four withdraw or correct its reclassification of certain California s Clean Air Act preemption emissions waivers which allow the state as rules subject to implement more stringent emission control requirements, seeking Congressional resolutions disapproving of the waivers disapproval under the Congressional Review Act. California has challenged The EPA s action in the U.S. District Court for the District of Columbia, subsequently appealed the outcome of which is uncertain. ruling in September 2026. As a result, there is significant uncertainty with respect to remains regarding future U.S. regulations related to GHG vehicle emissions regulations and their potential impact on our operations and the operations of the broader automobile dealership sector.

We continue to monitor the uncertain macroeconomic, industry and capital market conditions. We assess goodwill and intangible franchise rights for impairment on an annual basis, or more frequently when events or circumstances indicate that an impairment may have occurred. Performance issues at individual dealerships, adverse retail automotive industry and economic trends, a sustained decline in the trading price of our common stock or our market capitalization, including below our book value, reductions in manufacturer incentives, tariffs, franchise terminations or dispositions and increases in interest rates or our cost of capital that increase the discount rates used in our valuations, increase the risk of an impairment charge. When assessing market capitalization, we consider the duration and severity of any decline and a reasonable control premium. Although the effect of the macroeconomic environment and capital market conditions on our results of operations cannot be predicted with certainty, we may be required to record impairment charges if market and industry conditions deteriorate to such a level whereby the fair value of our reporting units or individual franchises is less than the respective carrying value. We cannot accurately predict the amount and timing of any additional impairment charge at this time; however, any such impairment charge, while non-cash, could have a material adverse effect on our results of operations and stockholders equity.

As of September 30, 2026, goodwill and intangible franchise rights totaled approximately $2.9 billion, representing approximately 27% of our total assets and approximately 95% of our stockholders equity, and this amount will increase as a result of the Hennessy Acquisition, the assets of which will be initially recorded at fair value with limited excess of fair value over carrying value. We considered the trading price of our common stock, among other factors, in evaluating whether a triggering event occurred during the Current Quarter and concluded that no interim impairment test was required. We will perform our annual impairment test as of October 31, 2026, and its results will be reflected in our 2026 Form 10-K.

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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 2025 Form 10-K. There have been no material changes to our critical accounting policies or accounting and estimates since December 31, 2025.

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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 GBP. We believe providing consider constant currency information provides valuable to be useful 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 consider them useful to 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.

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Three Months Ended June September 30,

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New vehicle retail sales $ 2,606.1 $ 2,735.5 $ (129.3) (4.7) % $ 2.0 (4.8) %

Used vehicle retail sales 1,718.3 1,848.2 (129.9) (7.0) % 3.1 (7.2) %

Used vehicle wholesale sales 151.5 163.8 (12.3) (7.5) % 0.3 (7.7) %

Total used 1,869.8 2,012.0 (142.2) (7.1) % 3.4 (7.2) %

Parts and service sales 692.4 718.4 (26.0) (3.6) % 0.7 (3.7) %

F&I, net 216.8 237.8 (21.0) (8.8) % 0.2 (8.9) %

Total revenues $ 5,385.1 $ 5,703.5 $ (318.5) (5.6) % $ 6.2 (5.7) %

New vehicle retail sales $ 173.6 $ 198.4 $ (24.8) (12.5) % $ (12.5) %

Used vehicle retail sales 81.9 96.4 (14.5) (15.0) % 0.1 (15.2) %

Used vehicle wholesale sales (0.7) 0.5 (1.2) NM NM

Total used 81.2 96.9 (15.7) (16.2) % 0.1 (16.4) %

Parts and service sales 389.0 402.8 (13.8) (3.4) % 0.3 (3.5) %

F&I, net 216.8 237.8 (21.0) (8.8) % 0.2 (8.9) %

Total gross profit $ 860.6 $ 935.8 $ (75.2) (8.0) % $ 0.7 (8.1) %

New vehicle retail sales 6.7 % 7.3 % (0.6) %

Used vehicle retail sales 4.8 % 5.2 % (0.4) %

Used vehicle wholesale sales (0.5) % 0.3 % (0.8) %

Parts and service sales 56.2 % 56.1 % 0.1 %

Total gross margin 16.0 % 16.4 % (0.4) %

Retail new vehicles sold 53,335 55,763 (2,428) (4.4) %

Retail used vehicles sold 53,469 60,240 (6,771) (11.2) %

Wholesale used vehicles sold 15,315 17,030 (1,715) (10.1) %

Total used 68,784 77,270 (8,486) (11.0) %

New vehicle retail sales $ 2,665.1 $ 2,807.4 $ (142.2) (5.1) % $ (2.7) (5.0) %

Used vehicle retail sales 1,691.1 1,852.1 (161.1) (8.7) % (1.7) (8.6) %

Used vehicle wholesale sales 124.0 148.4 (24.4) (16.5) % (0.1) (16.4) %

Total used 1,815.0 2,000.5 (185.5) (9.3) % (1.9) (9.2) %

Parts and service sales 700.7 733.9 (33.3) (4.5) % (0.5) (4.5) %

F&I, net 215.8 240.9 (25.0) (10.4) % (0.1) (10.3) %

Total revenues $ 5,396.7 $ 5,782.7 $ (386.0) (6.7) % $ (5.3) (6.6) %

New vehicle retail sales $ 169.9 $ 186.1 $ (16.2) (8.7) % $ (0.2) (8.6) %

Used vehicle retail sales 79.9 85.4 (5.5) (6.5) % (0.1) (6.4) %

Used vehicle wholesale sales (2.7) (0.2) (2.5) NM NM

Total used 77.1 85.1 (8.0) (9.4) % (0.1) (9.3) %

Parts and service sales 392.0 407.6 (15.7) (3.8) % (0.3) (3.8) %

F&I, net 215.8 240.9 (25.0) (10.4) % (0.1) (10.3) %

Total gross profit $ 854.8 $ 919.7 $ (64.9) (7.1) % $ (0.7) (7.0) %

New vehicle retail sales 6.4 % 6.6 % (0.3) %

Used vehicle retail sales 4.7 % 4.6 % 0.1 %

Used vehicle wholesale sales (2.2) % (0.2) % (2.0) %

Total used 4.3 4.2 % 4.8 4.3 % (0.5) %

Parts and service sales 55.9 % 55.5 % 0.4 %

Total gross margin 15.8 % 15.9 % (0.1) %

Retail new vehicles sold 55,259 57,269 (2,010) (3.5) %

Retail used vehicles sold 53,343 59,574 (6,231) (10.5) %

Wholesale used vehicles sold 14,301 16,018 (1,717) (10.7) %

Total used 67,644 75,592 (7,948) (10.5) %

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New vehicle retail $ 51,726 $ 50,557 $ 1,169 2.3 % $ 39 2.2 %

Used vehicle retail $ 32,195 $ 30,713 $ 1,482 4.8 % $ 57 4.6 %

New vehicle retail $ 51,123 $ 50,816 $ 307 0.6 % $ (51) 0.7 %

Used vehicle retail $ 31,744 $ 31,112 $ 633 2.0 % $ (27) 2.1 %

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New vehicle retail sales $ 3,254 $ 3,557 $ (303) (8.5) % $ 1 (8.5) %

Used vehicle retail sales $ 1,532 $ 1,600 $ (69) (4.3) % $ 3 (4.5) %

Used vehicle wholesale sales $ (47) $ 29 $ (76) NM $ (2) NM

Total used $ 1,180 $ 1,254 $ (74) (5.9) % $ 2 (6.0) %

F&I PRU $ 2,030 $ 2,050 $ (20) (1.0) % $ 2 (1.0) %

SG&A expenses $ 623.5 $ 646.1 $ (22.6) (3.5) % $ 0.8 (3.6) %

Floorplan interest expense $ 22.0 $ 26.4 $ (4.4) (16.7) % $ (16.8) %

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and 858 more changes in the filing

Controls and procedures 1 change

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and 1 more change in the filing

Risk factors 22 changes

and 22 more changes in the filing

Use of proceeds 1 change

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and 1 more change in the filing

Exhibits 9 changes

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and 9 more changes in the filing

Unchanged: Note 12: COMMITMENTS AND CONTINGENCIES, Market risk, Unregistered sales of stock, Other information

Compared by code from the two filings' text and XBRL. Not advice.

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