汽车一组 2025年度报告

☑ANNUAL
REPORT
PURSUANT
TO
SECTION
13
OR
15(d)
OF
THE
SECURITIES
EXCHANGE
ACT
OF
1934For
the
fiscal
year
ended
December
31,
2025
or☐TRANSITION
REPORT
PURSUANT
TO
SECTION
13
OR
15(d)
OF
THE
SECURITIES
EXCHANGE
ACT
OF
1934For
the
transition
period
from













to












Commission
file
number:
001-13461
Group
1
Automotive,
Inc. (Exact
name
of
registrant
as
specified
in
its
charter) 76-0506313
Delaware (I.R.S.
Employer
Identification
No.) (713)
647-5700
(Registrant’s
telephone
number,
including
area
code)Not
Applicable(Former
name,
former
address
and
former
fiscal
year,
if
changed
since
last
report) Securities
registered
pursuant
to
Section
12(b)
of
the
Act: Name
of
exchange
on
which
registered New
York
Stock
Exchange Common
stock,
par
value
$0.01
per
share Indicate
by
check
mark
if
the
registrant
is
a
well-known
seasoned
issuer,
as
defined
in
Rule
405
of
the
Securities
Act.



Yes

þ








No

¨Indicate
by
check
mark
if
the
registrant
is
not
required
to
file
reports
pursuant
to
Section
13
or
Section
15(d)
of
the
Act.



Yes

¨







No

þ Indicate
by
check
mark
whether
the
registrant
(1)
has
filed
all
reports
required
to
be
filed
by
Section
13
or
15(d)
of
the
Securities
Exchange
Act
of
1934
during
the
preceding
12
months
(or
for
such
shorter
period
that
the
registrant
was
required
to
file
such
reports),
and
(2)
has
been
subject
to
such
filing
requirements
for
the
past
90
days.



Yes

þ







No

¨ Indicate
by
check
mark
whether
the
registrant
has
submitted
electronically
every
Interactive
Data
File
required
to
be
submitted
pursuant
to
Rule
405
of
Regulation
S-T
(§
232.405
of
this
chapter)
during
the
preceding
12
months
(or
for
such
shorter
period
that
the
registrant
was
required
to
submit
such
files).



Yes

þ







No

¨ Indicate
by
check
mark
whether
the
registrant
is
a
large
accelerated
filer,
an
accelerated
filer,
a
non-accelerated
filer,
a
smaller
reporting
company
or
an
emerging
growth
company.
See
the
definitions
of
“large
accelerated
filer,”
“accelerated
filer,”
“smaller
reporting
company”
and
“emerging
growth
company”
in
Rule
12b-2
of
the
Exchange
Act.
(Check
one): ¨Accelerated
filer☐Smaller
reporting
company☐Emerging
growth
company Large
accelerated
filerþNon-accelerated
filer¨ If
an
emerging
growth
company,
indicate
by
check
mark
if
that
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.
¨ Indicate
by
check
mark
whether
the
registrant
has
filed
a
report
on
and
attestation
to
its
management’s
assessment
of
the
effectiveness
of
its
internal
control
over
financial
reporting
under
Section
404(b)
of
the
Sarbanes-Oxley
Act
(15
U.S.C.
7262(b))
by
the
registered
public
accounting
firm
that
prepared
or
issued
its
audit
report.
☑
If
securities
are
registered
pursuant
to
Section
12(b)
of
the
Act,
indicate
by
check
mark
whether
the
financial
statements
of
the
registrant
included
in
the
filing
reflect
the
correction
of
an
error
to
previously
issued
financial
statements.
¨


Indicate
by
check
mark
whether
any
of
those
error
corrections
are
restatements
that
required
a
recovery
analysis
of
incentive-based
compensation
received
by
any
of
the
registrant’s
executive
officers
during
the
relevant
recovery
period
pursuant
to
§240.10D-1(b).
¨ Indicate
by
check
mark
whether
the
registrant
is
a
shell
company
(as
defined
in
Rule
12b-2
of
the
Act).

Yes

☐







No

þ The
aggregate
market
value
of
common
stock
held
by
non-affiliates
of
the
registrant
was
approximately
$5.5
billion
based
on
the
reported
last
sale
price
of
common
stock
on
June
30,
2025,
which
was
the
last
business
day
of
the
registrant’s
most
recently
completed
second
quarter.As
of
February
6,
2026,
there
were
11,925,199
shares
of
our
common
stock,
par
value
$0.01
per
share,
outstanding. DOCUMENTS
INCORPORATED
BY
REFERENCE Portions
of
the
registrant’s
definitive
proxy
statement
for
its
2026
Annual
Meeting
of
Stockholders,
which
will
be
filed
with
the
Securities
and
Exchange
Commission
within
120
days
of
December
31,
2025,
are
incorporated
by
reference
into
Part
III
of
this
Form
10-K. TABLE
OF
CONTENTS GLOSSARY
OF
DEFINITIONS1CAUTIONARY
STATEMENT
ABOUT
FORWARD-LOOKING
STATEMENTS2PART
I3Item
1.Business3Item
1A.Risk
Factors12Item
1B.Unresolved
Staff
Comments23Item
1C.Cybersecurity23Item
2.Properties25Item
3.Legal
Proceedings25Item
4.Mine
Safety
Disclosures25 PART
II 26Item
5.Market
for
Registrant
Common
Equity,
Related
Stockholder
Matters
and
Issuer
Purchases
of
Equity
Securities26Item
6.[Reserved]27Item
7.Management’s
Discussion
and
Analysis
of
Financial
Condition
and
Results
of
Operations28Item
7A.Quantitative
and
Qualitative
Disclosures
About
Market
Risk45Item
8.Financial
Statements
and
Supplementary
Data46Item
9.Changes
in
and
Disagreements
with
Accountants
on
Accounting
and
Financial
Disclosure46Item
9A.Controls
and
Procedures46Item
9B.Other
Information49Item
9C.Disclosur