Form 8-K

8-K — GROUP 1 AUTOMOTIVE INC

Accession: 0001193125-26-384390

Filed: 2026-09-08

Period: 2026-09-08

CIK: 0001031203

SIC: 5500 (RETAIL-AUTO DEALERS & GASOLINE STATIONS)

Item: Results of Operations and Financial Condition

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — d123895d8k.htm (Primary)

EX-99.1 (d123895dex991.htm)

EX-99.2 (d123895dex992.htm)

GRAPHIC (g123895g0907233906277.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: d123895d8k.htm · Sequence: 1

8-K

GROUP 1 AUTOMOTIVE INC false 0001031203 0001031203 2026-09-08 2026-09-08

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): September 8, 2026

Group 1 Automotive, Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware

1-13461

76-0506313

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

730 Town and Country Blvd, Suite 500

Houston, Texas 77024

(Address of Principal Executive Offices, including zip code)

Registrant’s Telephone Number, Including Area Code: (713) 647-5700

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Common Stock, par value $0.01 per share

GPI

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company. ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02

Results of Operations and Financial Condition.

To the extent the information included or incorporated into Item 8.01 below with respect to the results of operations or financial condition of Group 1 Automotive, Inc. (the “Company”) relates to or is presented as of or for a completed fiscal period, such information is incorporated into this Item 2.02 by reference herein.

Item 8.01

Other Events

On September 8, 2026, the Company issued a press release announcing that it intends to offer for sale in a private offering $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”). A copy of the press release is included herewith as Exhibit 99.1 and is incorporated herein by reference.

In connection with the offering of the Notes, the Company will provide certain financial and other information with respect to the Company to prospective investors in the offering. Excerpts of such information are included as Exhibit 99.2 and incorporated herein by reference.

All statements, except for statements of historical fact, made in this Current Report on Form 8-K regarding activities, events or developments the Company expects, believes or anticipates will or may occur in the future, such as statements regarding the proposed offering, the intended use of proceeds, the pending acquisition of certain dealership assets and related real estate from Hennessy Automobile Companies, Inc. and certain of its affiliates, and estimated results of future operations are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, as amended. All forward-looking statements speak only as of the date of this Current Report on Form 8-K. Although the Company believes that the plans, intentions and expectations reflected in or suggested by the forward-looking statements are reasonable, there is no assurance that these plans, intentions or expectations will be achieved. Therefore, actual outcomes and results could materially differ from what is expressed, implied or forecast in such statements. Except as required by law, the Company expressly disclaims any obligation to and does not intend to publicly update or revise any forward-looking statements.

The Company cautions you that these forward-looking statements are subject to all of the risks and uncertainties incident to the Company’s business, most of which are difficult to predict and many of which are beyond the Company’s control. These risks include, but are not limited to, the risks described under the heading “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 and its subsequently filed Quarterly Reports on Form 10-Q.

Item 9.01

Financial Statements and Exhibits

Exhibit

Number

Description

99.1

Press Release of Group 1 Automotive, Inc. dated as of September 8, 2026.

99.2

Offering Memorandum Excerpts.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Group 1 Automotive, Inc.

Date: September 8, 2026

By:

/s/ Gillian A. Hobson

Name:

Gillian A. Hobson

Title:

Senior Vice President

EX-99.1

Filename: d123895dex991.htm · Sequence: 2

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.

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 those set forth in the statements. These risks and

uncertainties include, among other things, (a) general economic and business conditions, (b) the impacts of sustained levels of inflation, including reduced affordability of automobiles for consumers, (c) developments 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 services business and the resulting consequences (including, but not limited to, retaliatory

tariffs by non-U.S. nations, supply chain disruptions, vehicle and part cost increases and demand decreases, and potential recessions in the U.S. and U.K.) and the passage of the “One Big Beautiful

Bill,” including the associated impact on tax deductions in the domestic car industry and the elimination of certain clean energy tax credits, which could impact incentives for electric vehicle production and sales, (d) the level of

manufacturer incentives, (e) our ability to comply with extensive laws, regulations and policies applicable to our operations, including BEV mandates in the U.K., and their impact on new vehicle demand, (f) our ability to obtain an

inventory of desirable new and used vehicles (including as a result of changes in the international trade environment), (g) our relationship with our automobile manufacturers and the willingness of manufacturers to approve future acquisitions,

(h) our cost of financing and the availability of credit for consumers, (i) our ability to complete acquisitions and dispositions, including the pending Hennessy Acquisition, on a timely basis, if at all and the risks associated therewith,

(j) our ability to successfully integrate recent and future acquisitions, including the Hennessy Acquisition, and realize the expected benefits from consummated acquisitions, (k) foreign exchange controls and currency fluctuations,

(l) the armed conflicts in Ukraine and the Middle East, including that between the U.S. and Iran, (m) broader macroeconomic challenges in the U.K., including inflationary pressures, fluctuations in interest and foreign exchange rates and

overall economic volatility, which could further impact vehicle affordability, demand and our financial performance in that market, (n) our ability to maintain sufficient liquidity to operate, and (o) a material failure in or breach of our

vendors’ information technology systems and other cybersecurity incidents. For additional information regarding known material factors that could cause our actual results to differ from our projected results, please see our filings with the

Securities and Exchange Commission, including our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form

8-K. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date hereof. We undertake no obligation to publicly update or revise any forward-looking

statements after the date they are made, whether as a result of new information, future events or otherwise.

SOURCE: Group 1 Automotive, Inc.

Investor contacts:

David Helderman

Senior Manager, Investor Relations

Group 1 Automotive, Inc.

ir@group1auto.com

Media contacts:

Pete DeLongchamps

Senior Vice President, Manufacturer Relations,

Financial Services and Corporate Development

Group 1 Automotive, Inc.

pdelongchamps@group1auto.com

Kimberly Barta

Head of Advertising, Brand and Communications

Group 1

Automotive, Inc.

kbarta@group1auto.com

Jude Gorman / Clayton Erwin

Collected Strategies

Group1-CS@collectedstrategies.com

EX-99.2

Filename: d123895dex992.htm · Sequence: 3

EX-99.2

Exhibit 99.2

Offering Memorandum Excerpts

For the

purposes of this exhibit:

•

“GAAP” refer to generally accepted accounting principles in the United States;

•

“Hennessy” refer to Hennessy Automobile Companies, Inc. and certain of its affiliated dealership

and real estate holding entities;

•

“Hennessy Acquisition” refer to the Company’s pending acquisition from Hennessy of

substantially all of the assets relating to the operation of 10 automobile dealerships and one collision center located in the greater Atlanta, Georgia market, together with related dealership real estate;

•

“Group 1,” “the Company,” “us,” “we” and “our”

refer to Group 1 Automotive, Inc. and its consolidated subsidiaries;

•

“Revolving Credit Facility” refer to the Twelfth Amended and Restated Revolving Credit Agreement

dated as of March 9, 2022, as amended, among Group 1 Automotive, Inc., its subsidiaries listed therein, U.S. Bank National Association, as administrative agent, Comerica Bank, as floorplan agent, JPMorgan Chase Bank, N.A., Bank of

America, N.A., Wells Fargo Bank, N.A. and PNC Bank, National Association, as syndication agents, Truist Bank, as documentation agent, and other lending institutions party thereto, as amended, supplemented or modified from time to time; and

•

“Transactions” refer to the Hennessy Acquisition, the Company’s offering of

$1.25 billion of Senior Notes and the application of the net proceeds therefrom, together with cash on hand, to fund the purchase price for the Hennessy Acquisition.

•

the following non-GAAP metrics have the meanings set forth under the

heading “Non-GAAP Financial Measures”:

•

adjusted EBITDA from continuing operations,

•

EBITDA from continuing operations,

•

adjusted free cash flow,

•

adjusted net cash flows provided by operating activities,

•

adjusted net cash flows used in investing activities,

•

adjusted net cash flows (used in) provided by financing activities and

•

total net non-floorplan debt.

***

The following table presents

selected historical financial data of Hennessy for the periods and dates indicated:

Twelve Months

Ended

March 31, 2026

Year Ended

December 31, 2025

(in millions)

Hennessy:

Revenue

1,726.2

Adjusted EBITDA(1)

124.0

128.3

Adjusted free cash flow(1)

112.7

(1)

As defined by Hennessy’s management.

The following table presents selected pro forma financial data of Group 1 giving effect to

the Transactions for the periods and dates indicated:

Twelve Months

Ended

June 30, 2026

Year Ended

December 31, 2025

(in millions)

Group 1 Pro Forma for the Transactions(1):

Adjusted EBITDA from continuing operations(2)

1,038.8

1,107.6

Adjusted free cash flow(3)

492.3

Net secured leverage ratio(4)

1.8x

Net leverage ratio(5)

4.2x

(1)

The financial metrics presented herein are provided for illustrative purposes only. They are not necessarily

indicative of what our actual results of operations would have been had the Hennessy Acquisition been completed at the beginning of the period presented, and they are not necessarily indicative of what our actual future results of operations may be

following completion of the Hennessy Acquisition. Our actual results may differ materially from the results presented herein.

(2)

Pro forma adjusted EBITDA from continuing operations for the twelve months ended June 30, 2026 represents

Group 1 adjusted EBITDA from continuing operations for the twelve months ended June 30, 2026 plus Hennessy Adjusted EBITDA (as defined by Hennessy’s management) for the twelve months ended March 31, 2026, which is the most recent

financial data available for Hennessy. Pro forma adjusted EBITDA from continuing operations for the year ended December 31, 2025 represents Group 1 adjusted EBITDA from continuing operations for the year ended December 31, 2025 plus

Hennessy Adjusted EBITDA (as defined by Hennessy’s management) for the year ended December 31, 2025.

(3)

Represents the sum of Group 1 adjusted free cash flow for the year ended December 31, 2025, Hennessy

adjusted free cash flow (as defined by Hennessy’s management) for the year ended December 31, 2025, and adjustments related to the Transactions, including pro forma interest expense, tax expense, net working capital, capital expenditures

and other.

(4)

Represents the ratio of pro forma secured indebtedness to pro forma adjusted EBITDA from continuing operations.

(5)

Represents the ratio of pro forma total net non-floorplan debt to pro

forma adjusted EBITDA from continuing operations.

***

This communication does not include or incorporate by reference historical financial statements of Hennessy or pro forma financial statements of Group 1

giving effect to the Hennessy Acquisition. Historical financial statements of Hennessy and pro forma financial statements of Group 1 giving effect to the Hennessy Acquisition are expected to be filed on a Current Report on Form 8-K following the completion of the Hennessy Acquisition. The historical financial information of Hennessy presented herein (including certain non-GAAP financial measures),

and the Hennessy-specific components upon which the pro forma financial results of Group 1 presented herein (including certain non-GAAP financial measures) are partially based, has been provided to us by

Hennessy and has not been independently verified or audited. Because historical financial statements of Hennessy are not yet available, we are unable to reliably or reasonably estimate certain of the necessary components of the most directly

comparable GAAP financial measures for Hennessy, such as net income or net cash provided by operating activities. Accordingly, we are unable to present quantitative reconciliations of the Hennessy and pro forma Group 1

non-GAAP financial measures to the most directly comparable financial measures calculated and presented in accordance with GAAP without unreasonable effort.

***

For the twelve months ended June 30, 2026, our non-guarantor

subsidiaries:

•

represented 27% of our total revenues;

•

represented (7)% of our operating income; and

•

represented 11% of our adjusted EBITDA from continuing operations.

As of June 30, 2026, our non-guarantor subsidiaries:

•

represented 20% of our total assets; and

•

had $1,411.5 million of total liabilities, including trade payables but excluding intercompany liabilities.

***

Summary historical consolidated financial information

The following table sets forth summary consolidated financial data as of and for the periods and dates indicated below. The summary

consolidated balance sheet data as of December 31, 2023 are derived from our audited consolidated financial statements that do not appear elsewhere herein and are not incorporated by reference herein. The summary consolidated financial data as

of December 31, 2025 and 2024 and for each of the three years in the period ended December 31, 2025, are derived from, and should be read together with, our audited consolidated financial statements and the accompanying notes incorporated

by reference herein.

The summary consolidated interim financial data as of June 30, 2026 and for the six months ended June 30,

2026 and 2025 set forth below are derived from, and should be read together with, our unaudited consolidated financial statements incorporated by reference herein. The summary consolidated interim financial data as of and for the six months ended

June 30, 2026 and 2025 have been prepared on the same basis as our audited financial statements and, in our opinion, reflect all adjustments, consisting only of normal and recurring adjustments, necessary for a fair presentation of this data in

all material respects. The summary consolidated interim financial data set out below are not necessarily indicative of our future results of operations or financial condition. The results for any interim period are not necessarily indicative of the

results that may be expected for a full year.

The unaudited financial data for the twelve months ended June 30, 2026 have been

derived from the consolidated historical financial data for the fiscal year ended December 31, 2025 and the consolidated historical financial data for the six months ended June 30, 2026 and 2025.

Certain amounts set forth below may not compute due to rounding.

Twelve

months ended

June 30,

Six months

ended June 30,

Year ended

December 31,

2026

2025

2024

2023

(in millions)

STATEMENT OF OPERATIONS DATA:

Revenues:

New vehicle retail sales

10,743.0

5,168.5

5,415.4

10,989.9

9,972.4

8,774.6

Used vehicle retail sales

7,084.6

3,493.2

3,603.6

7,195.0

6,179.9

5,693.5

Used vehicle wholesale sales

592.9

300.9

315.4

607.3

462.4

441.4

Parts and service sales

2,831.0

1,396.8

1,410.4

2,844.6

2,491.0

2,222.3

Finance, insurance and other, net

903.3

432.7

464.0

934.6

828.7

741.9

Total revenues

22,154.7

10,792.2

11,208.8

22,571.4

19,934.3

17,873.7

Twelve

months ended

June 30,

Six months

ended June 30,

Year ended

December 31,

2026

2025

2024

2023

(in millions)

Cost of Sales:

New vehicle retail sales

10,029.3

4,822.2

5,027.4

10,234.5

9,254.5

8,007.6

Used vehicle retail sales

6,757.7

3,323.6

3,413.7

6,847.8

5,849.9

5,392.6

Used vehicle wholesale sales

595.0

300.1

313.3

608.2

465.7

445.2

Parts and service sales

1,240.1

607.8

626.7

1,259.0

1,123.2

1,008.0

Total cost of sales

18,622.2

9,053.7

9,381.1

18,949.5

16,693.3

14,853.4

Gross Profit

3,532.5

1,738.4

1,827.7

3,621.8

3,241.0

3,020.3

Selling, general and administrative expenses

2,506.2

1,224.1

1,263.4

2,545.5

2,179.2

1,926.8

Depreciation and amortization expense

125.2

62.1

58.0

121.1

113.1

92.0

Asset impairments

195.5

3.5

0.8

192.8

33.0

32.9

Restructuring charges

12.8

3.1

18.7

28.4

16.7

—

Other operating income

—

(10.0

)

—

Income from Operations

692.8

445.7

486.9

734.0

909.1

968.6

Interest Expense:

Floorplan interest expense

93.5

45.3

53.3

101.5

108.5

64.1

Other interest expense, net

195.9

95.5

82.5

182.9

141.3

99.8

Other (income) expense

—

(0.2

)

(0.2

)

0.7

4.5

Income before Income Taxes

403.4

304.9

351.4

449.9

658.5

800.2

Provision for income taxes

114.4

72.0

83.8

126.2

161.5

198.2

Net income from continuing operations

289.0

232.9

267.6

323.7

497.0

602.0

Net income (loss) from discontinued operations

1.1

0.7

1.0

1.5

1.2

(0.4

)

Net Income

290.1

233.5

268.6

325.2

498.1

601.6

BALANCE SHEET DATA (AT PERIOD END):

Cash and cash equivalents

164.5

52.7

32.5

34.4

57.2

Inventories, net

2,759.6

2,658.2

2,741.3

2,636.8

1,963.4

Total assets

10,286.5

10,229.9

10,349.6

9,824.2

7,774.1

Long-term debt

3,048.4

3,056.5

3,440.5

2,737.9

1,989.4

Total liabilities

7,334.3

7,093.9

7,560.4

6,849.9

5,099.7

Total net non-floorplan debt(1)

3,041.0

2,842.1

3,162.8

2,590.5

1,766.4

Total stockholders’ equity

2,952.2

3,136.0

2,789.1

2,974.3

2,674.4

Twelve

months ended

June 30,

Six months

ended June 30,

Year ended

December 31,

2026

2025

2024

2023

(in millions)

CASH FLOW DATA:

Net cash provided by operating activities

439.1

155.0

410.3

694.5

586.3

190.2

Net cash (used in) provided by investing activities

(277.8

)

22.2

(371.3

)

(671.3

)

(1,282.6

)

(366.1

)

Net cash (used in) provided by financing activities

(48.5

)

(44.6

)

(27.2

)

(31.1

)

681.1

185.2

OTHER FINANCIAL DATA(1):

EBITDA from continuing operations

724.4

462.4

491.6

753.6

913.6

996.5

Adjusted EBITDA from continuing operations

914.8

447.2

511.6

979.3

942.0

1,017.8

Adjusted free cash flow

344.7

118.8

259.0

484.9

503.8

580.8

Adjusted net cash provided by operating activities

559.4

210.6

350.4

699.2

683.0

720.0

Adjusted net cash used in investing activities

(341.9

)

(56.8

)

(362.7

)

(647.7

)

(1,264.2

)

(348.6

)

Adjusted net cash (used in) provided by financing activities

(104.7

)

(21.2

)

24.1

(59.4

)

565.9

(362.1

)

(1)

EBITDA from continuing operations, adjusted EBITDA from continuing operations, adjusted free cash flow,

adjusted net cash flows provided by operating activities, adjusted net cash flows used in investing activities, adjusted net cash flows (used in) provided by financing activities and total net non-floorplan

debt are non-GAAP measures. Please see “—Non-GAAP financial measures” for a reconciliation to the most directly comparable GAAP measures.

Non-GAAP financial measures

EBITDA from continuing operations, adjusted EBITDA from continuing operations, adjusted free cash flow, adjusted net cash flows provided by

operating activities, adjusted net cash flows used in investing activities, adjusted net cash flows (used in) provided by financing activities and total net non-floorplan debt are supplemental non-GAAP financial measures that are used by management and external users of our consolidated financial statements, such as industry analysts, investors, lenders and rating agencies.

We arrange our new and used vehicle inventory floorplan financing through lenders affiliated with our vehicle manufacturers and our Revolving

Credit Facility. However, we believe that all floorplan financing of inventory purchases in the normal course of business should correspond with the related inventory activity and be classified as an operating activity. As a result, we use the non-GAAP measures “adjusted net cash provided by/used in operating activities,” “adjusted net cash provided by/used in investing activities” and “adjusted net cash provided by/used in

financing activities” to further evaluate our cash flows. We believe that this classification eliminates excess volatility in our operating cash flows prepared in accordance with GAAP. In addition, floorplan financing associated with

dealership acquisitions and dispositions are classified as investing activities on an adjusted basis to eliminate excess volatility in our operating cash flows prepared in accordance with GAAP.

From time to time, our management evaluates and analyzes results and any impact on our company of strategic decisions and actions relating to,

among other things, cost reduction, growth, profitability improvement initiatives, and other events outside of our normal, or “core,” business and operations, by considering alternative financial measures not prepared in accordance with

GAAP, such as EBITDA from continuing operations and adjusted EBITDA from continuing operations. In our evaluation of results from time to time, we exclude items that do not arise directly from core operations, including catastrophic events, such as

hailstorms, hurricanes, and snow storms, gains and losses on dealership and real estate transactions, severance costs, acquisition costs, legal and other

professional fees, asset impairment charges (and accelerated depreciation), and non-cash gains and losses on interest rate swaps. Because these charges and

gains materially affect our company’s financial condition or results in the specific period in which they are recognized, management also evaluates, and makes resource allocation and performance evaluation decisions based on, the related non-GAAP measures that exclude such items. In addition to using such non-GAAP measures to evaluate results in a specific period, management believes that such measures may

provide more complete and consistent comparisons of operational performance on a period-over-period historical basis and a better indication of expected future trends. Our management also uses non-GAAP

measures in conjunction with GAAP financial measures to assess our business, including communication with our board of directors, investors, and industry analysts concerning financial performance. We believe investors use these metrics in evaluating

longer-term period-over-period performance, and these metrics allow investors to better understand and evaluate the information used by management to assess operating performance. The exclusion of certain costs and expenses in the calculation of

adjusted EBITDA from continuing operations should not be construed as an inference that these costs are unusual or infrequent.

EBITDA

from continuing operations, adjusted EBITDA from continuing operations, adjusted free cash flow, adjusted net cash flows provided by operating activities, adjusted net cash flows used in investing activities, adjusted net cash flows (used in)

provided by financing activities and total net non-floorplan debt are not measures of financial performance under GAAP, but are instead considered non-GAAP financial

performance measures. Non-GAAP measures do not have definitions under GAAP and may be defined differently by, and not be comparable to similarly titled measures used by, other companies. As a result, EBITDA

provided by financing activities and total net non-floorplan debt are considered and evaluated by management in conjunction with a review of the most directly comparable measures calculated in accordance with

GAAP. We caution investors not to place undue reliance on EBITDA from continuing operations, adjusted EBITDA from continuing operations, adjusted free cash flow, adjusted net cash flows provided by operating activities, adjusted net cash flows used

in investing activities, adjusted net cash flows (used in) provided by financing activities and total net non-floorplan debt, but also to consider them together with the most directly comparable GAAP measures.

The following table presents a reconciliation of the non-GAAP financial measures of EBITDA from

continuing operations and adjusted EBITDA from continuing operations to the GAAP financial measure of net income from continuing operations. Certain amounts set forth below may not compute due to rounding.

Twelve

months

ended

June 30,

Six months ended

June 30,

Year ended December 31,

2026

2025

2024

2023

(in millions)

Net income from continuing operations

289.0

232.9

267.6

323.7

497.0

602.0

Income tax expense

114.4

72.0

83.8

126.2

161.5

198.2

Depreciation and amortization expense

125.2

62.1

58.0

121.1

113.1

92.0

Non-Floorplan Interest expense

195.9

95.5

82.5

182.9

141.3

99.8

Other

—

(0.2

)

(0.2

)

0.7

4.5

EBITDA from continuing operations

724.4

462.4

491.6

753.6

913.6

996.5

Catastrophic events

3.2

3.5

1.4

1.2

9.4

3.4

Dealership and real estate transactions

(46.3

)

(37.2

)

(7.1

)

(16.2

)

(56.3

)

(22.0

)

Severance costs

3.5

2.7

1.0

1.9

1.0

—

Acquisition costs

4.8

0.3

1.8

6.2

21.0

0.9

Restructuring charges

12.8

3.1

18.7

28.4

16.7

—

Legal items and other professional fees

10.0

2.1

3.4

11.4

3.6

6.1

Asset impairments

195.5

3.5

0.8

192.8

33.0

32.9

Non-recurring F&I adjustment

6.8

—

Adjusted EBITDA from continuing operations

914.8

447.2

511.6

979.3

942.0

1,017.8

The following table presents a reconciliation of the

non-GAAP financial measure of adjusted free cash flow to the GAAP financial measure of Net cash provided by operating activities.

Twelve

months ended

June 30,

Six months

ended June 30,

Year ended

December 31,

2026

2025

2024

2023

(in millions)

Net cash provided by operating activities:

439.1

155.0

410.3

694.5

586.3

190.2

Change in Floorplan notes payable—credit facility and other, excluding floorplan offset and

net acquisitions and dispositions

114.7

50.0

(58.0

)

6.7

133.3

504.6

Change in Floorplan notes payable—manufacturer affiliates associated with net acquisitions

and dispositions and floorplan offset activity

5.6

(2.0

)

(2.0

)

(36.6

)

25.2

Adjusted net cash provided by operating activities

559.4

210.6

350.4

699.2

683.0

720.0

Capital expenditures

(214.7

)

(91.8

)

(91.4

)

(214.3

)

(179.2

)

(139.2

)

Adjusted Free Cash Flow

344.7

118.8

259.0

484.9

503.8

580.8

The following table reconciles cash flows on a GAAP basis to the corresponding adjusted amounts.

Twelve

months ended

June 30,

Six months

ended June 30,

Year ended

December 31,

2026

2025

2024

2023

(in millions)

CASH FLOWS FROM OPERATING ACTIVITIES:

Net cash provided by operating activities:

439.1

155.0

410.3

694.5

586.3

190.2

Change in Floorplan notes payable—credit facility and other, excluding floorplan offset and

net acquisitions and dispositions

114.7

50.0

(58.0

)

6.7

133.3

504.6

Change in Floorplan notes payable—manufacturer affiliates associated with net acquisitions

and dispositions and floorplan offset activity

5.6

(2.0

)

(2.0

)

(36.6

)

25.2

Adjusted net cash provided by operating activities

559.4

210.6

350.4

699.2

683.0

720.0

Twelve

months ended

June 30,

Six months

ended June 30,

Year ended

December 31,

2026

2025

2024

2023

(in millions)

CASH FLOWS FROM INVESTING ACTIVITIES:

Net cash used in (provided by) investing activities:

(277.8

)

22.2

(371.3

)

(671.3

)

(1,282.6

)

(366.1

)

Change in cash paid for acquisitions, associated with Floorplan notes payable

35.6

11.3

26.8

51.2

50.3

66.3

Change in proceeds from disposition of franchises, property and equipment, associated with

Floorplan notes payable

(99.7

)

(90.3

)

(18.2

)

(27.6

)

(31.9

)

(48.8

)

Adjusted net cash used in investing activities

(341.9

)

(56.8

)

(362.7

)

(647.7

)

(1,264.2

)

(348.6

)

CASH FLOWS FROM FINANCING ACTIVITIES:

Net cash provided by (used in) financing activities:

(48.5

)

(44.6

)

(27.2

)

(31.1

)

681.1

185.2

Change in Floorplan notes payable, excluding floorplan offset

(56.2

)

23.4

51.2

(28.4

)

(115.2

)

(547.3

)

Adjusted net cash (used in) provided by financing activities

(104.7

)

(21.2

)

24.1

(59.4

)

565.9

(362.1

)

The following table presents a reconciliation of the non-GAAP

financial measure of total net non-floorplan debt to the GAAP financial measure of total long-term debt.

June 30,

December 31,

2026

2025

2024

2023

(in millions)

Long-term debt (including current maturities)

3,363.0

3,699.5

2,913.1

2,098.8

Cash and cash equivalents (including cash held in offset accounts)

322.0

536.7

322.6

332.4

Total net non-floorplan debt

3,041.0

3,162.8

2,590.5

1,766.4

***

As of

August 31, 2026, we had total long-term debt of $3,334.4 million.

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Document and Entity Information

Sep. 08, 2026

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