MCHENRY DANIEL JAMES 4

What Happened
Daniel McHenry, SVP & CFO of Group 1 Automotive Inc. (GPI), had a total of 370 shares withheld to satisfy tax/exercise obligations in connection with option-related transactions. On Feb 11, 2026, 138 shares were withheld at $339.19 each for $46,808; on Feb 12, 2026, 232 shares were withheld at $338.54 each for $78,541. The combined value of the withheld shares is $125,349. These entries are recorded as tax/withholding dispositions (code F), a routine administrative step rather than an open-market sale.

Key Details

• Transaction dates and prices:
  • 2026-02-11: 138 shares @ $339.19 = $46,808 (withheld)
  • 2026-02-12: 232 shares @ $338.54 = $78,541 (withheld)
• Total shares withheld: 370; total value: $125,349.
• Shares owned after transaction: Not specified in the provided filing excerpt (see full Form 4 for updated ownership).
• Footnote/transaction code: F — payment of exercise price or tax liability (share withholding).
• Filing timeliness: Report filed 2026-02-13 for transactions on Feb 11–12, 2026 (appears timely under Form 4 rules).

Context
Code F indicates shares were withheld to cover taxes or exercise costs associated with an option exercise (a common cashless/withholding method). This is an administrative disposition and should not be read as the insider initiating an open-market sale for investment reasons. For full details on the underlying option exercise and any remaining holdings, consult the complete Form 4 filing.