Group 1 Automotive Completes $1.3 Billion Hennessy Dealership Acquisition

Group 1 Automotive, Inc. (NYSE: GPI) completed its acquisition of Hennessy Automobile Companies, Inc. on October 19, 2026, finalizing a deal that expands its footprint in the greater Atlanta, Georgia market. The Houston-based dealer group reported the transaction in an 8-K filing with the Securities and Exchange Commission on October 21, 2026.

The acquisition includes all assets related to the operation of 10 automobile dealerships and one collision center, along with certain related dealership real estate and leasehold interests. Group 1 also assumed specific liabilities from Hennessy, including obligations arising from assumed contracts that continue after the closing. The purchase was governed by a Purchase and Sale Agreement signed on July 30, 2026, which was amended on October 2, 2026.

The aggregate consideration for the deal was approximately $1.3 billion, subject to customary post-closing adjustments. The filing notes that a true-up of the operating asset purchase price is expected within 90 days after closing. To secure Hennessy’s post-closing indemnification obligations, $80.0 million of the purchase price was deposited into an indemnity escrow account at closing. This escrow will be released in stages: 25% to Hennessy three months after closing, an additional 25% nine months after closing, and the remainder 18 months after closing, provided there are no pending claims.

Group 1 funded the acquisition using net proceeds from a previously announced private placement of senior notes. The financing included $625 million of 6.250% senior notes due 2032 and $625 million of 6.625% senior notes due 2035, supplemented by cash on hand. The company is not an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

The filing does not include the financial statements of the acquired business or pro forma financial information. Group 1 stated that these documents will be filed within 71 calendar days after the date the current report was required to be filed. The Purchase and Sale Agreement and its First Amendment are attached to the filing as Exhibit 2.1 and Exhibit 2.2, respectively, with schedules omitted pursuant to Item 601(a)(5) of Regulation S-K.

The report was signed by Gillian A. Hobson, Senior Vice President of Group 1 Automotive, Inc., on October 21, 2026.