Group 1 Automotive, Inc.

Issuer

Group 1 Automotive, Inc.

Security title

Common stock, par value $0.01 per share

Principal address

Comment

Pursuant to Rule 13d-2 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this Amendment No. 3 to the Schedule 13D ("Amendment No. 3") amends certain items of the Schedule 13D filed with the Securities and Exchange Commission (the "SEC") on August 20, 2026 (the "Original Schedule 13D"), as amended by Amendment No. 1 filed on September 8, 2026, and Amendment No. 2 filed on September 22, 2026 (collectively, the "Schedule 13D"), relating to the Common Stock, par value $0.01 per share (the "Common Stock"), of Group 1 Automotive, Inc. (the "Issuer"). All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D. Except as specifically provided herein, this Amendment No. 3 does not modify any of the information previously reported in the Schedule 13D.

Source of funds

Item 3 of the Schedule 13D is hereby amended and supplemented as follows: Item 5(c) of this Amendment No. 3 is incorporated herein by reference. A total of approximately $80,475,099.96, excluding commissions, was paid to acquire the shares of Common Stock purchased since Amendment No. 2 and reported in Item 5(c) of this Amendment No. 3. The funds used for the purchase of the shares of Common Stock reported herein by the Reporting Person were derived from the general working capital of various commingled investment vehicles managed by the Reporting Person that directly hold the shares of Common Stock reported herein. Such funds may have included margin account borrowings made in the ordinary course of business. In such instances, the positions held in the margin accounts are pledged as collateral security for the repayment of debit balances in the account, which may exist from time to time. Because other securities are held in the margin accounts, it is not possible to determine the amounts, if any, of margin used to purchase the shares of Common Stock reported herein.

Number of shares

Item 5(b) of the Schedule 13D is hereby amended and supplemented as follows: The Reporting Person has sole power to vote or direct the voting of, and sole power to dispose or direct the disposition of, the 1,840,698 shares of Common Stock reported herein.

Transactions

Item 5(c) of the Schedule 13D is hereby amended and supplemented as follows: Except for the transactions listed in Exhibit 99.6 hereto, each of which was effected in the open market through a broker, the Reporting Person has not engaged in any transactions with respect to the Common Stock since the filing of Amendment No. 2.

Percentage of class

Item 5(a) of the Schedule 13D is hereby amended and supplemented as follows: As of the date hereof, the Reporting Person may be deemed to beneficially own 1,840,698 shares of Common Stock, or approximately 15.4% of the shares of Common Stock outstanding. The percentage reported herein is based on 11,922,225 shares of Common Stock outstanding as of July 24, 2026, as reported in the Form 10-Q the Issuer filed on July 30, 2026.

Filed exhibits

Item 7 of the Schedule 13D is hereby amended and supplemented as follows: Exhibit 99.6 - Schedule of Transactions in response to Item 5(c)

* Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his, her or its pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. To the extent that "ownership of 5 percent or less of a class" was indicated in Item 5, such response only applies to the Reporting Person(s) that indicated elsewhere herein that it beneficially owns five percent (5%) or less of the class.