Group 1 Automotive, Inc.

Item 1.01 Entry into a Material Definitive Agreement. Effective September 23, 2026 (the “Closing Date”), Group 1 Realty, Inc. (the “Borrower”), a subsidiary of Group 1 Automotive, Inc. (the “Company”), entered into a master credit agreement (the “Credit Agreement”) with Bank of America, N. A., as lender (the “Lender”), providing for a term loan in a maximum principal amount of $190,336,250, which is equal to 85% of the appraised value of all mortgaged properties (the “Properties”). Once repaid, any principal amounts may not be reborrowed. Such term loan shall be evidenced by a Term Note With Draw Period (the “Term Note”). Interest on the term loan accrues at Term SOFR (as defined in the Term Note) plus 145 basis points. The Credit Agreement is secured by, among other things, mortgages on the Properties of the Borrower and certain of its subsidiaries set forth in the Credit Agreement (the “Guarantors”), as well as security interests on the fixtures and improvements, replacements, accessions and additions related to the Properties and proceeds thereof. The Borrower shall have the right to include additional Properties as collateral pursuant to the terms of the Credit Agreement. The obligations under the Credit Agreement and the Term Note shall be guaranteed by the Company and the Guarantors. The Credit Agreement contains a number of covenants that, among other things, restrict the Borrower’s and the Guarantors’ ability to incur additional indebtedness secured by the Properties, create liens on the Properties or related Collateral, dispose of or transfer all or substantially all of the Borrower’s or any Guarantor’s assets (other than dispositions of Properties in compliance with the release provisions of the Credit Agreement), enter into agreements restricting liens on the Properties, make loans or advances (other than in the ordinary course of business) and engage in mergers or consolidations. The Credit Agreement also contains Events of Default (as defined in the Credit Agreement), including non-payment of obligations and cross-defaults to certain of the Company’s other material indebtedness. Upon the occurrence of an Event of Default, the Borrower could be required to immediately repay all or certain portions of the amount outstanding under the Credit Agreement. The Credit Agreement and Term Note mature on September 23, 2033. The description of the Credit Agreement set forth above does not purport to be complete and is qualified in its entirety by reference to the full text of the Credit Agreement, which is filed hereto as Exhibit 10.1 and is incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth under Item 1.01 is incorporated by reference into this Item 2.03.