GPI 10-K & 10-Q changes, risk factors and insider trading

The automotive retail industry, and especially vehicle unit sales, is influenced by general economic conditions, particularly consumer confidence, the level of personal discretionary spending, interest rates, exchange rates, fuel prices, technology and business model changes, new OEM entrants, supply conditions, consumer transportation preferences, unemployment rates and credit availability. Consumer spending can be materially and adversely impacted by periods of economic uncertainty or by consumer concern about manufacturer viability. Increased tariffs may increase inflation, which would likely result in interest rates not decreasing as fast as expected and consumer demand declining as a result of increased costs of vehicle ownership.

The global economy has experienced elevated levels of inflation beginning in 2022.recent years. In response to higher than historical average inflationary pressures and challenging macroeconomic conditions, the U.S. Federal Reserve (“the Federal Reserve”), along with other central banks, including in the U.K., maintained interest rates at elevated levels throughout 2023. In 2024, inflation began to return to historical norms. As a result, during the Currentyear Year,ended December 31, 2024 (“Prior Year”), the Federal Reserve and the Bank of England lowered their interest rates by 100 and 50 basis points, respectively, and during the Current Year, further lowered their interest rates by 75 and 100 basis points, respectively, in an effort to stimulate economic activity and reduce unemployment. The impact of the lowering of interest rates on the levels of inflation and unemployment in the U.S., U.K. and Europe is uncertain. In Europe, rising energy costs as a result of supply disruptions and increased winter demand for heating could place strain on our suppliers’ ability to maintain current production levels of vehicles and vehicle parts. Across the European Union, these energy constraints could result in nations or regions enacting emergency energy related policies, limiting energy availability for manufacturers. The impact of these macroeconomic developments on our operations cannot be predicted with certainty. On January 29, 2025, the Federal Reserve held rates unchanged. On February 6, 2025, the Bank of England lowered interest rates by 25 basis points.

Inflation, increased energy costs and a prolonged recession could adversely impact our operations, the operations of our suppliers and customer demand for our vehiclesvehicles, parts and services. The risk of slower future interest rate cuts or the maintenance of interest rates at current elevated levels could have a material adverse impact on our interest expense and ability to obtain financing through the debt markets, as well as consumers’ ability to obtain financing for the purchase of new and used vehicles. Refer to Item 7A. Quantitative and Qualitative Disclosures About Market Risk for additional analysis regarding our interest rate sensitivity.

While EV sales continuedgrew in prior years, EV demand began to increasestabilize in 2025 in the U.S. inConsumers 2024,continue challengesto express concerns with EVrespect technologies,to includingaccess the development of the necessaryto charging infrastructure, continue to make headlines within the U.S. media market, raising concerns around consumer demandaffordability and interestbattery inrange, thewhich products.may Shouldlimit broader adoption of EVs. If EV demand declineremains atuncertain the same time as morewhile OEMs transitioncontinue to EVshift models,product thisstrategies and production plans, there could havebe a material adverse effect on our business and results of operations. In addition, President Donald Trump issued a series of executive orders since taking office in January 2025, including an executive order eliminating the EV mandate.mandate and the OBBBA, which was signed into law in July 2025, eliminates multiple credits previously made available for new and used EVs. Significant shifts to increase or decrease EV demand could have material impacts on the operations of our OEM partners, which could lead to a material adverse effect on our dealership business and our results of operations. Refer to Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations — Recent Events, for additional information regarding these executive orders.orders and the OBBBA.

The U.K. government has established mandated targets for the sale of new zero emissions vehicles with increasing targets in future years. The overall U.K. market fell short of those mandated targets in 2024, with consumer preferences skewed towards traditional internal combustion engine vehicles. The government targets established for 20252026 are higher than those previously required in 2024,2025 and are expected to further challenge new vehicle sales in 20252026 and beyond. These EV mandates could impact our vehicle manufacturers’ production mix and volumes, which in turn may impact our new vehicle sales and results of operations. Refer to Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations — Recent Events, for additional information regarding the EV mandate.

We rely on the positive cash flow we generate from our operations and our access to the credit and capital markets to fund our operations, growth strategy,strategy and return of cash to our shareholders through share repurchases and dividends. Changes in the credit and capital markets, including market disruptions, limited liquidity and interest rate fluctuations, may increase the cost of financing or restrict our access to these potential sources of future liquidity. Our continued access to liquidity sources on favorable terms depends on multiple factors, including our operating performance and credit ratings. Our debt securities currently are rated just below investment-grade and a downgrade of this rating likely would negatively impact our access to the debt markets and increase our cost of borrowing. Disruptions in the debt markets or any downgrade of our credit ratings could adversely affect our operations and financial condition and our ability to finance acquisitions or return cash to our shareholders. We can make no assurances that our ability to obtain additional financing through the debt markets will not be adversely affected by economic conditions or that we will be able to maintain or improve our current credit ratings.

Manufacturers generally support their franchisees by providing direct financial assistance in various areas, including, among others, incentives, floorplan assistance and advertising assistance. ACertain of our OEM partners, including Toyota, have recently announced their intention to reduce these forms of dealership financial assistance in order to improve their profitability. If our OEM partners reduce or eliminate such incentives or increase the prices of their products, it could negatively impact consumer demand for new vehicles and adversely affect our sales volumes and profitability. Additionally, a discontinuation or material change in our manufacturers’ warranty and incentive programs could adversely affect our business. Manufacturers also provide product warranties and, in some cases, service contracts to customers. Our dealerships perform warranty and service contract work for vehicles under manufacturer product warranties and service contractscontracts, and we bill the manufacturer directly, as opposed to invoicing the customer. In addition, we rely on manufacturers for various financing programs, OEM replacement parts, training, up-to-date product design, development of advertising materials and programs and other items necessary for the success of our dealerships.

Vehicle manufacturers may be adversely impacted by economic downturns or recessions, significant declines in the sales of their new vehicles, increases in interest rates, adverse fluctuations in currency exchange rates, declines in their credit ratings, reductions in access to capital or credit, labor strikes or similar disruptions (including within their major suppliers), supply shortages, rising raw material costs, rising employee benefit costs, adverse publicity that may reduce consumer demand for their products, including due to bankruptcy, product defects, litigation, ability to keep up with technology and business model changes, poor product mix or unappealing vehicle design, governmental laws and regulations, natural disastersdisasters, including fires such as that at a major U.S. aluminum production facility in 2025, cybersecurity incidents or other adverse events. In particular, all of our OEMs are investing material amounts to develop electric and autonomous vehicles. These investments could cause financial strain on our OEMs or fail to deliver attractive vehicles for customerscustomers, which could lead to adverse impacts on our business. The OEMs have been and could continue to be impacted by disruptions to the economy, lower than anticipated EV adoption, higher supply chain costs than emerging EV manufacturer competitors, delays in increasing factory production, labor negotiations, parts shortages, including semiconductor chips, and other disruptions. InSince the Current Year,2024, a number of OEMs have announced write-offs of certain of their EV investments or scaled down electrification plans as EV demand slows, further contributing to the uncertainty of the EV market outlook and the long-term viability and profitability of OEM’s. These and other risks could materially adversely affect the financial condition of any manufacturer and impact its ability to profitably design, market, produce or distribute new vehicles, which in turn could have a material adverse effect on our business, results of operations and financial condition.

DuringSince the Current Year,2024, the majority of our manufacturers’ production increased, driving an improvement in vehicles days’ supply. Our new vehicle days’ supply of inventory was approximately 4446 days as of December 31, 2024,2025, as compared to 3744 days and 2437 days for the years ended December 31, 20232024 and 2022,2023, respectively. It is impossible to predict with certainty when normalized production will resume at these manufacturers. If our manufacturers’ production remains at current reduced levels or in some cases continues to decline, diminishing our ability to meet the immediate needs of our customers, the production shortage could have a material adverse impact on our financial and operating results.

Additionally, President Donald Trump issued a series of executive orders since taking office in January 2025, including executive orders regarding tariffs. Refer to Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations — Recent Events, for additional information regarding these executive orders. Many manufacturers of vehicles, parts and supplies are dependent on imported products and raw materials in their production. Any significant increase in existing tariffs on such goods and raw materials, or implementation of new tariffs, could increase production costs for OEM’s that would then be passed on to consumers, potentially leading to higher vehicle prices and reduced demand, which in turn could adversely affect our profits on the vehicles we sell. Additionally, the tariffs and other market developments could potentially cause our current OEM’sOEMs to lose market share to emerging EV-only OEM’s.OEMs. Market share losses could not only impair our sales and profits but lead to potential impairments.

We are dependent on our relationships with manufacturers, which exercise a great degree of influence over our operations through the franchise and similar agreements. These agreements may be terminated or not renewed by the manufacturer for a variety of reasons, including network consolidation plans, any unapproved changes of ownership or management, sales and customer satisfaction performance deficiencies and other material breaches of the franchise agreements. For example, in 2023, in the U.K., thean Volkswagen Group hasOEM disclosed a five-year plan to reduce the number of partners in its dealer network. That plan may require us to dispose of, or close, up to thirteen16 of our Volkswagen and up to three Audi dealerships. Correspondingly, the plan may require us to purchase dealerships adjacent to our territories. In the U.S., manufacturers may also have a right of first refusal if we seek to sell dealerships. We also cannot guarantee that the terms of any renewals will be as favorable to us as our current agreements. Although we are generally protected in the U.S. by automotive dealership franchise laws requiring “good cause” be shown for such termination, if such an instance occurs, we cannot guarantee that the termination of the franchise will not be successful.

The automotive retail industry is highly competitive. Within our markets we are subject to competition from franchised automotive dealerships and other businesses as it relates to new and used vehicles, F&I,I and parts and service. The internet has become a significant part of the advertising and sales process in our industry. Customers are using the internet to compare prices for new and used vehicles, automotive repair and maintenance services, finance and insurance products and other automotive products. If we are unable to effectively use the internet to attract customers to our own online channels, such as our AcceleRide® platform,channels and mobile applications, and, in turn, to our stores, our business, financial condition, results of operations and cash flows could be materially adversely affected. The use of social media by consumers increases the speed and extent that information and opinions can be shared, and negative posts or comments on social media about the Company or any of our dealerships could damage our reputation and brand names, which could have a material adverse effect on our business, financial condition, results of operations and cash flows.

•failing to implement or improve controls and policies and information systems (“IT”);

The integration process for acquisitions requires us to expand the scope of our operations and financial and other systems. Our management devotes a substantial amount of time and attention to the process of integrating the operations of acquired dealerships into our business. Additionally, the Company doubled its footprint in the U.K. during the Current Year through its acquisition of Inchcape Retail. Failure to effectively integrate the Inchcape Acquisition into the legacy U.K. operations could negatively impact our operating results in the U.K.

If any of these factors limit our ability to successfully integrate acquired dealerships into our operations or on a timely basis, our expectations regarding future results of operations, including certain run-rate revenue and expense synergies expected to result from acquisitions, might not be met. As a result, we may not be able to realize the expected benefits that we seek to achieve from the acquisitions. In addition, we may be required to spend additional time or money on integration that otherwise would be spent on the development and expansion of our business, including efforts to further expand our product portfolio.

InCertain 2023,vehicle Mercedesmanufacturers Benzhave transitioned toadopted an agency model for distribution of vehicles in the U.K. after collaborating with various automotive retailers and conducting pilot programs. In addition to the transition by Mercedes Benz in the U.K., certain of ouraddition, other vehicle manufacturers serving the U.K. and U.S. markets have announced plans to explore an agency model for selling new vehicles. Under an agency model, our franchised dealerships receive a fee for facilitating the sale of a new vehicle to a customer but no longer record the vehicle sales price as revenue, record vehicles in inventory or incur floorplan interest expense, as has been historical practice. TheAgency agency model, asmodels adopted by Mercedesvehicle Benz,manufacturers have resulted in reduced revenues, as we act as an agent of Mercedesthe Benz,vehicle manufacturer, receiving a commission for each sale and other expense fee support. We didhave not experienceexperienced a material negative or positive impact to the U.K. region gross margin and consolidated results of operations as a result of the change to the Mercedes Benz agency model. Notwithstanding this fact, we cannot predict the actions of other manufacturers and whether the agency models proposed by them will have the same terms and conditions as those contractedcurrently byin Mercedes Benz.effect. The agency model, if adopted by otheradditional manufacturers, would reduce revenues with only the facilitation fee recorded as revenue. The other impacts to our U.K. and the U.S. regionssegments and consolidated results of operations remain uncertain until such time as the other vehicle manufacturers provide additional details regarding their specific agency model plans. We are uncertain if agency models will be widely adopted in the U.K. or U.S.

Many components of our business, including data management, key operational processes and critical customer systems, are provided by or licensed from various third-party vendors and suppliers. In addition, we also rely on third-party vendors to supply key products and services to us and our customers. One or more of these third-party vendors or suppliers may experience financial distress, technology challenges, cybersecurity incidents, staffing shortages or liquidity challenges, file for bankruptcy protection, go out of business, or suffer other disruptions in their business, each of which could affect their ability to serve us and our customers. For example, in June 2024, CDK Global LLC (“CDK”) experienced a cybersecurity event, which resulted in service outages on CDK’s dealers’ systems including our CDK DMS. If any of our vendors or suppliers fail to deliver their products or services for any reason, our business and results of operations and financial condition could be materially and adversely impacted.

A failure of any of our information systemsIT or those of our third-party service providers or a cybersecurity incident, including loss or unauthorized access of confidential information or PII about our customers or employees, could negatively affect our business, operations and financial condition.

We depend on the efficient operation of our information systemsIT and those of our third-party service providers and rely on information systemsIT at our dealerships in all aspects of our sales and service efforts, as well as in the preparation of our consolidated financial and operating data. All of our dealerships currently operate on two DMSs, one DMS for the U.S. and one DMS for the U.K. Additionally, in the ordinary course of business, we receive significant PII about our customers and our employees. PII is primarily collected at our dealerships and through our AcceleRide®digital platform via an online DMS. A cybersecurity attack to obtain such information could be caused by malicious insiders and third parties using sophisticated, targeted methods to circumvent firewalls, encryption and other security defenses, including hacking, malware, fraud, trickery, or other forms of deception. Although companies across all industries are affected by malicious efforts to obtain access to PII, the automotive dealership industry has been a particular target of identity thieves. The techniques used by cyber attackers change frequently and may be difficult to detect. We have implemented security measures that are designed to detect and protect against cyberattacks, as well as policies governing the deletion of PII, to limit the information exposed to a potential cyberattack.

Despite these measures and any additional measures we may implement or adopt in the future, our facilities and systems, and those of our third-party service providers, have been and are vulnerable to security breaches, computer viruses, malware, lost or misplaced data, programming errors, scams, ransomware, burglary, human errors, acts of vandalism, misdirected wire transfers or other events. If an unauthorized party is successful in obtaining trade secrets, PII, confidential, or otherwise protected information of our dealerships, our customers or our employees or in disrupting our operations through a cyberattack, the attack could result in loss of revenue, increase the costs of doing business, harm our competitiveness, reputation or customer or vendor relationships, satisfaction or loyalty. In addition, security breaches and other security incidents could expose us to a risk of loss or exposure of this information, which could result in potential liability, investigations, regulatory fines, penalties for violation of applicable laws or regulations, costs related to remediation or the payment of ransom, and litigation including individual claims or consumer class actions, administrative, civil or criminal investigations or actions, any of which could have a material adverse effect on our business, results of operations or financial condition. Likewise, our business could be significantly disrupted if (i) the DMS fails to integrate with other third-party information systems,IT, customer relations management tools or other software, or to the extent that any of these systems become unavailable to us or fail to perform as designed for an extended period of time or (ii) our relationship with our DMS providers or any other third-party provider deteriorates.

Despite ongoing efforts to improve our ability to protect data from compromise, we may not be able to protect all of our data across our diverse systems and third-party vendors. For example, during the quarter ended June 30, 2024, we were informed of a cybersecurity incident experienced by CDK, which resulted in service outages on CDK’s dealers’ systems (the “CDK Incident”). CDK provides clients in the automotive industry, including our dealerships in the U.S., with a software as a service platform (“SaaS platform”) used by dealerships in managing customer relationships, sales, financing, service, inventory and back-office operations. In response to the CDK Incident, we immediately activated our cyber incident response procedures and proactively took measures to protect and isolate our systems from CDK’s platform. All of our U.S. dealerships continued to conduct business using alternative processes until CDK’s dealers’ systems were fully back online. We also do not believe that the CDK Incident resulted in a breach of any PII about our customers or employees. Our dealerships in the U.K. do not use CDK’s dealers’ systems and were therefore not impacted by the CDK service outage. As a consequence, we do not expect the CDK Incident to have a material impact on our overall financial condition or on its ongoing results of operations. However, if we, or any of our third-party services providers were to experience a material cybersecurity event, our business and results of operations and financial condition could be materially and adversely impacted.

In the ordinary course of business, we receive significant PII about our customers and our employees. A cybersecurity attack to obtain such information could be caused by malicious insiders and third parties using sophisticated, targeted methods to circumvent firewalls, encryption and other security defenses, including hacking, fraud, trickery, or other forms of deception. Although many companies across many industries are affected by malicious efforts to obtain access to PII, the automotive dealership industry hasand overall retail industry have been a particular target of identity thieves. The techniques used by cyber attackers change frequently and may be difficult to detect for long periods of time. We have implemented security measures that are designed to detect and protect against cyberattacks, as well as policies governing the deletion of PII, to limit the information exposed to a potential cyberattack.

We have operations in the U.K. and as a result, we may face political and economic risks and uncertainties with respect to our international operations. These risks may include, but are not limited to:

•infrastructure readinesschallenges forassociated with the U.K.’s transition to EVs.

Regulatory requirements to reduce emissions in response to climate change, as well as changes in consumer demand towards fuel-efficient vehicles, and shifts in product offerings by manufacturers to meet such demand,demand could adversely affect our new and used vehicle sales volumes, parts and service revenues and our results of operations.

Changes in fuel prices, changes in customer preferences, government support, improvements in EVs and more EV options have increased the customer demand for more fuel-efficient vehicles and EVs. Significant increases in fuel economy requirements, new federal or state restrictions on emissions of carbon dioxide or new federal or state incentive programs that have or may be imposed on vehicles and automobile fuels could adversely affect demand for certain vehicles, annual miles driven or the products we sell. ForHowever, example,vehicle onfuel Marcheconomy 20,standards, 2024,and the ability of federal and state agencies to set fuel economy standards, have recently been subject to significant uncertainty. In August 2025, the EPA finalizedissued newa emissionsproposed rule to rescind the “Endangerment Finding,” which underpins the majority of the EPA’s GHG regulations, and all GHG emission standards establishingfor morelight-duty, stringentmedium-duty, airand emissionsheavy-duty limitsvehicles and engines. We cannot predict whether such efforts will ultimately be successful. Moreover, in December 2025, NHTSA published a proposed rule to amend the fuel economy standards for lightlight-duty and medium-duty vehicles, which include passenger cars, vans, pickups, sedans and SUVsvehicles for model years 20272022 throughto 2032.2031. The proposed rule rolls back future model year fuel economy targets, reduces annual increases and removes the consideration of the availability of alternative fuel technology, including EVs, from the fuel economy targets, though the substance and timing of the final rule is uncertain. However, any future standards that result in stricter fuel economy standards could significantly increase our costs of operation as well as reduce our volume of business. Representatives of the U.K. government have proposedcommitted to a ban on the sale of new gasoline enginesand indiesel cars after 2030, with all new cars and new vans thatrequired wouldto takebe effectfully aszero-emission earlyby as2035, 2035.although proposals have since been made to rescind or dramatically scale back the ban. These and similar proposals may have a significant impact on the future mix of vehicles provided by our manufacturers. Any future impact of these regulations on our operations cannot be predicted with certainty.

With a potential increase in demand by consumers for EVs, and the former Biden administration’s support for such actions, certain manufacturers announced plans to increase production of fuel-efficient vehicles and EVs. As more EVs potentially enter the market, and internal combustion or diesel engine vehicle production is reduced, it will be necessary to adapt to such changes by selling and servicing these units effectively in order to meet consumer demands and support the profitability of our dealerships. We may not be able to accurately predict, prepare for and respond to new kinds of technological innovations with respect to EV and other technologies that minimize emissions. If maintenance costs of EVs were to substantially decrease, this could have a material adverse effect on our parts and service revenues. If consumer demand increases for fuel efficient vehicles or EVs and our manufacturers are not able to adapt and produce vehicles that meet the customer demands or we are unable to align with the manufacturers of these vehicles, such events could adversely affect our new and used vehicle sales volumes, parts and service revenues and our results of operations. InHowever, addition,incentives for EVs have recently been subject to significant change and uncertainty. President Donald Trump issued a series of executive orders since taking office in January 2025, including an executive order eliminating the EV mandate.mandate and the OBBBA eliminates multiple credits previously made available for new and used EVs. Refer to Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations — Recent Events, for additional information regarding these executive orders.orders and the OBBBA.

Additionally, in October 2023, the Governor of California signed the Climate Corporate Data Accountability Act (“CCDAA”) and Climate-Related Financial Risk Act (“CRFRA”) into law. The CCDAA requires both public and private U.S. companies that are “doing business in California” and that have a total annual revenue of $1 billion to publicly disclose and verify, on an annual basis, Scope 1, 2 and 3 GHG emissions.emissions, Inwith Septemberreporting 2024,required theon Governoror ofbefore CaliforniaAugust signed10, into law the Climate Corporate Accountability: Climate-Related Financial Risk Act, which amends certain climate disclosure requirements in CCDAA.2026. The CRFRA requires the disclosure of a climate-related financial risk report (in line with the Task Force on the Climate-related Financial Disclosures recommendations or equivalent disclosure requirements under the International Sustainability Standards Board’s climate-relateclimate-related disclosure standards) every other year for public and private companies that are “doing business in California” and have total annual revenue of $500 million. Reporting under both laws wouldwas to begin in 2026. Currently,However, weboth laws are assessingcurrently thesubject impact of these laws on our business and there areto legal challenges toand beon filedNovember with18, respect to2025, the scopeU.S. Court of Appeals for the Ninth Circuit enjoined the implementation of the law.CRFRA, However, absent clarification or revisions toleaving the law,deadline for the initial report under the CRFRA unclear. Although the outcome of the legal challenges are uncertain at this time, finalization and implementation may result in additional costs to comply with these disclosure requirements, as well as increased costs of and restrictions on access to capital for us or our customers.

New laws and regulations at the state and federal level may be enacted which could materially adversely impact our business. For example, in December 2023, the FTC adopted new regulations for automotive dealers that would prohibit a wide range of current industry-accepted sales practices with regard to sales and advertising of our vehicles and products, require an extensive series of both oral and written disclosures to be made at the initial contact in regard to the sale price of vehicles, financial terms and voluntary protection products, mandate the posting of certain pricing and other information on dealer websites, and impose burdensome recordkeeping requirements. While the proposed rule has been vacated, ifCalifornia similarhas regulationsadopted wereits implemented,version ourwhich captures some of the disclosure and transparency goals of the FTC. Our failure to adhere to these new policiesrules or similar future regulations could subject the Company to significant monetary and other penalties or require us to make adjustments to our products and services, any or all of which could result in lost revenues, increased expenses and substantial adverse publicity. These changes, if adopted as proposed, may lead to longer transaction times for the sale of vehicles, complicate the transaction process, decrease customer satisfaction, and impose recordkeeping burdens on our employees, among other effects. If these regulations were to be enacted, it could have an adverse effect on our business and profitability. Future legislation and regulations and changes in existing legislation and regulations, or interpretations thereof, could cause additional expenditures, tax liabilities, restrictions and delays in connection with our current business as well as future projects, the extent of which cannot be predicted.

Operational risks associated with environmentalenvironmental, health, and safety laws and regulations may expose us to significant costs and liabilities.

With a potential increase in demand by consumers for EVs, we willmay incur costs and liabilities to sell and service EVs, including, but not limited to, personal protective equipment for employees, capital expenditures for specialized tools and equipment, service shop space and battery storage costs. InHowever, addition,incentives related to EVs have recently been subject to change and uncertainty. President Donald Trump issued a series of executive orders since taking office in January 2025, including executive orders eliminating the EV mandate and impacting environmental regulations.regulations, and the OBBBA eliminates multiple credits previously made available for new and used EVs. Refer to Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations — Recent Events, for additional information regarding these executive orders.orders and the OBBBA.

Refer to Item 1. Business — Governmental Regulations for further discussion of environmental and regulations impacting our business.

We assess goodwill and other indefinite-lived intangibles for impairment on an annual basis, or more frequently when events or circumstances indicate that an impairment may have occurred. Performance issues at individual dealerships, as well as adverse retail automotive industry and economic trends, increase the risk of an impairment charge, which could have a material adverse impact on our results of operations. During the year ended December 31, 2025, we recorded $93.0 million of goodwill impairments. No goodwill impairments were recorded during the years ended December 31, 2024, 20232024 and 2022.2023. During the years ended December 31, 2024,2025, 20232024 and 2022,2023, we recognized $28.2$91.1 million, $25.1$28.2 million and $1.3$25.1 million, respectively, of intangible franchise rights impairment. We may be required to record impairment charges if market and industry conditions deteriorate to such a level whereby the fair value of our reporting units, individually, is less than the carrying value of the corresponding reporting unit. We are subject to several market and industry risks as outlined elsewhere herein this Item 1A. Risk Factors, which could have a material adverse impact on our cash flows. We cannot accurately predict the amount and timing of any additional impairment charge at this time; however, any such impairment charge could have an adverse effect on our results of operations. Refer to Note 13.12. Intangible Franchise Rights and Goodwill within our Notes to Consolidated Financial Statements for further discussion of impairment.

Our operating results reflect the combined performance of each of our interrelated business activities. Historically, various facets of our business have been directly or indirectly impacted by a variety of supply/demand factors, including vehicle inventories, government trade policies, consumer confidence, consumer transportation preferences, discretionary spending levels, availability and affordability of consumer credit, new vehicle introductions and innovations, manufacturer incentives, weather patterns, fuel prices, inflation and interest rates. For example, during periods of sustained economic downturn or significant supply/demand imbalances, new vehicle sales may be negatively impacted as consumers tend to shift their purchases to used vehicles. Some consumers may delay their purchasing decisions altogether, electing instead to continue to maintain and repair their existing vehicles. In such cases, however, we believe the new vehicle sales impact on our overall business is mitigated by our ability to offer other products and services, such as used vehicles and parts, as well as maintenance, repair and collision services. In addition, our ability to expediently adjust our cost structure in response to changes in new vehicle sales volumes also tempers any negative impact of such sales volume changes.

Critical Accounting Policies and Accounting Estimates

We are organized into two geographic regions,segments, the U.S. regionsegment and the U.K. region.segment. Each regionsegment represents a reporting unit for the purpose of assessing goodwill for impairment. In addition to goodwill, we have identifiable intangibles in the form of rights under our franchise agreements with manufacturers, which are recorded at an individual dealership level.

InDuring 2024,the Current Year, we recorded a goodwill impairment charge of $93.0 million based on a triggering event during the three months ended September 30, 2025 primarily related to the challenging U.K. economy, impacting our financial performance. For our October 31, 2025 annual goodwill impairment test, we elected to perform a quantitative test on the U.K. reporting unit and a qualitative test on the U.S. reporting unit. Based on the tests performed for the U.S. and U.K. reporting units in the fourth quarter of 2024,2025, no further impairments of goodwill were recorded during the Current Year. No goodwill impairments were recorded on any reporting units during the Prior Year. The quantitative goodwill impairment test is dependent on management estimates and assumptions used to determine the fair value of our reporting units. While no impairment was recognized in 2024 based on our quantitative assessment of the U.K. reporting unit, future sustained negative operating results, as well as the deterioration of the macroeconomic environment in the U.K., could result in impairment of the goodwill attributable to the U.K. reporting unit in future periods. Refer to Note 13.12. Intangible Franchise Rights and Goodwill within our Notes to Consolidated Financial Statements for further discussion of goodwill, including management’s use of estimates and assumptions.

During the Current Year, non-cash impairment charges of $28.2$91.1 million were recorded for intangible franchise rights. In the Prior Year, impairment charges of $25.1$28.2 million were recorded for intangible franchise rights. As our intangible franchise rights are tested for impairment at the dealership level, any impairments are specific to the performance and outlook of the respective dealership.

Retail new and used vehicle units sold include new and used vehicle agency units sold under agency arrangements with certain manufacturers in the U.K. The agency units and related revenues are excluded from the calculation of the average sales price per unit sold for new and used vehicles due to their net presentation within revenues as only the sales commission is reported in revenues for dealerships operating under an agency arrangement. The agency units and related net revenues are included in the calculation of gross profit per unit sold.

U.S. RegionSegment — Year Ended December 31, 20242025 compared to 20232024

Total revenues in the U.S. during the Current Year increased $958.7$853.9 million, or 6.5%,5.4%, as compared to the same period in the Prior Year, driven by higher same store revenues and the acquisition of stores and higher same store revenues.stores.

Total same store revenues in the U.S. during the Current Year increased $319.8$714.9 million, or 2.2%,4.6%, as compared to the Prior Year. This increase wasYear, driven by higher revenues across all business lines except used vehicle retail sales.lines.

New vehicle retail same store revenues outperformed the Prior Year, driven by more units sold, partiallycoupled offsetwith by lowerhigher pricing. ManufacturerThis vehicleoutperformance deliveries were higher inreflects the Currentresiliency Yearof and as a result, our inventory levels were higher than the Prior Year, providing for the increase in units sold. Higher new vehicle supply compared to the Prior Year created downward pressure on pricing and margins.demand. We ended the Current Year with a U.S. new vehicle inventory supply of 4344 days, 7one daysday higher than the Prior Year.

Parts and service same store revenues outperformed the Prior Year, driven by increases in customer paypay, warranty and warrantywholesale revenues, partially offset by decreasesa decrease in wholesale and collision revenues. ThisCustomer outperformancepay reflectsrepair order count and dollars per repair order increased businesscompared activityto forthe warrantyPrior Year. We are strategically reducing our collision footprint and customerrepurposing paya services,portion supportedof that space to traditional service capacity, which we expect to increase returns from the higher margin service business. In addition, we continue to invest in our aftersales capacity by increasedexpanding sameexisting dealership facilities or when we undertake new construction of dealerships. Same store technician headcount increased through our continued technician recruiting and retention efforts, providing greater capacity to meet increased demand.

F&I same store revenues outperformed the Prior Year, primarily driven by improved penetration rates across most product offerings, coupled with higher same store new and used vehicle units sold,sold coupledand withimproved higher same store F&I gross profitincome per unitcontract sold.from Penetration rates forfinancing, vehicle service contracts,contracts new(“VSC”), vehiclehazard and dent product offerings. In addition, we have made investments in virtual finance andoperations, otherwhich F&I products improved,are contributing to the higher same store F&I gross profit per unit sold. OEM incentives have increased in the Current Year, leading to the improved new vehicle F&Iproduct penetration.

Total gross profit in the U.S. during the Current Year increased $70.7$129.0 million, or 2.7%,4.8%, as compared to the Prior Year, driven by the acquisition of stores, partially offset by lowerhigher same store gross profit.profit and the acquisition of stores.

Total same store gross profit in the U.S. during the Current Year decreasedincreased $27.7$105.7 million, or 1.1%,4.0%, as compared to the Prior Year, driven by downward pressure on new vehicle margins, partially offset by increases fromin parts and service, F&I and used vehicle wholesale, partially offset by decreases in new and used vehicle retail gross profit.

New vehicle retail same store gross profit underperformed the Prior Year, driven by a decrease in new vehicle retail same store gross profit per unit sold, partially offset by an increase in units sold. The decrease in new vehicle retail same store grossGross profit per unit sold iscontinues to moderate towards pre-COVID levels, facing pressure from affordability concerns of consumers due to higherrising deliveriescosts of vehicles from ourOEMs OEMs,and leadingrelatively tohigh increasingconsumer inventoryinterest levels of new vehicles as described above.rates.

Used vehicle retail same store gross profit outperformedunderperformed the Prior Year, primarily driven by higher same store used vehicle retail units sold, partially offset by lower same store gross profit per unit sold, aspartially describedoffset aboveby forhigher same store used vehicle retail sameunits storesold. revenues.Gross profit per unit sold continues to face pressure from affordability concerns of consumers due to rising vehicle acquisition costs and relatively high consumer interest rates. Used vehicle wholesale same store gross profit outperformed the Prior Year, driven by an increase in same store gross profit per unit sold, coupled with an increase in same store units sold.

Total SG&A expenses in the U.S. during the Current Year increased $81.1$160.1 million, or 5.0%,9.4%, as compared to the Prior Year, primarily driven by higher same store SG&A expenses.Year. Total same store SG&A expenses in the U.S. during the Current Year increased $65.3$118.3 million or 4.2%6.9% as compared to the Prior Year, primarily driven by increased employee related costs, outsidethird-party services, advertisingunfavorable expenses,legal loaner carsettlements and higher facility related expenses, and fees associated with the Inchcape Acquisition. SG&A expenses also included $5.9 million in pre-tax one-time compensation payments to retain our field employees during the CDK Incident.expenses.

U.K. RegionSegment — Year Ended December 31, 20242025 compared to 20232024

Retail new and used vehicle units sold include new and used vehicle agency units. The agency units and related revenues are excluded from the calculation of the average sales price per unit sold for new vehicles as only the sales commission is reported within revenues. The agency units and related net revenues are included in the calculation of gross profit per unit sold. The GBP to USD foreign currency exchange rate has fluctuated from £1 to $1.273 at December 31, 2023, to £1 to $1.254 at December 31, 2024, to £1 to $1.346 at December 31, 2025, or aan slight decreaseincrease in the value of the GBP of 1.5%.7.3%.

Total revenues in the U.K. during the Current Year increased $1.1$1.8 billion, or 36.0%,42.8%, as compared to the Prior Year, primarily driven by the acquisition of stores and changes in foreign currency exchange rates.stores.

Total same store revenues in the U.K. during the Current Year increased $25.1$181.0 million, or 0.8%,4.5%, as compared to the Prior Year, primarily driven by theoutperformances positiveacross impactall lines of changesbusiness in foreign currency exchange rates, outperformances inexcept new vehicle retail sales and parts and service, offset by lower used vehicle sales and F&I.retail. On a constant currency basis, same store revenues decreasedincreased 2.0%, primarily1.3%, driven by underperformancesoutperformances inacross usedall vehiclelines salesof andbusiness F&I, offset by higherexcept new vehicle retail sales and parts and service.retail.

New vehicle retail same store revenues, on a constant currency basis, outperformedunderperformed the Prior Year, driven by morefewer units sold, coupledpartially withoffset by higher pricing. The underperformance reflects the challenges within the broader U.K. new car market, from EV mandates and new vehicle market entrants. We ended the Current Year with a U.K. new vehicle inventory supply of 4552 days, threeseven days lowerhigher than the Prior Year.

Used vehicle retail same store revenues, on a constant currency basis, outperformed the Prior Year, driven by more units sold and higher prices. We ended the Current Year with a U.K. used vehicle inventory supply of 55 days, 12 days lower than the Prior Year. Used vehicle wholesale same store revenues, on a constant currency basis, underperformedoutperformed the Prior Year, primarily driven by aan decreaseincrease in wholesale used vehicle units sold.

Parts and service same store revenues, on a constant currency basis, outperformed the Prior Year, driven by increasesan increase in customer pay, warrantypay and wholesale revenuesrevenues, reflectingpartially increasedoffset businessby activity.a decrease in warranty revenues. We have invested in improvements to our U.K. customer contact center, streamlining operations to make scheduling appointments easier for customers, resulting in an increase in customer pay parts and service activity driving an increase in revenues as compared to the Prior Year.

F&I, net same store revenues, on a constant currency basis, underperformedoutperformed the Prior Year, driven by decreases inhigher income per contract forfrom our retail finance fees, improved penetration rates on finance and VSC fees and servicehigher contracts.used vehicle retail unit sales.

Total gross profit in the U.K. during the Current Year increased $150.0$251.8 million, or 36.6%,45.0%, as compared to the Prior Year, primarily driven by the acquisition of stores, partiallychanges offsetin byforeign lowercurrency exchange rates and improved same store gross profit.performance.

Total same store gross profit in the U.K. during the Current Year decreasedincreased $12.5$25.6 million, or 3.1%,4.7%, as compared to the Prior Year. On a constant currency basis, total same store gross profit decreasedincreased 5.8%,1.6%, driven by increases in parts and service, F&I and used vehicle wholesale, partially offset by downward pressurespressure on marginsnew acrossand allused linesvehicle ofretail business.margins.

UsedNew vehicle retail same store gross profit, on a constant currency basis, underperformed the Prior Year, primarily driven by general economic headwinds within the U.K. market, coupled with short-term supply challenges due to a decreasecyberattack in used vehicle retail same store gross profit per unit sold, partially offset byagainst an increaseOEM inpartner usedduring vehiclethe retailsecond unitshalf sold.of the Current Year.

F&I same store gross profit, on a constant currency basis, underperformedoutperformed the Prior Year, as described above in F&I same store revenues.

We are a leading operator in the automotive retail industry. We sell or lease new and used cars and light trucks; arrange related vehicle financing; sell service and insurance contracts; provide automotive maintenance and repair services; and sell vehicle parts retail and wholesale. We have operations in geographically diverse markets that extend across 17 states in the U.S. and 6261 towns and cities in the U.K. As of MarchJune 31,30, 2026, our retail network consisted of 143147 dealerships in the U.S. and 110106 dealerships in the U.K.

In April,April 2026, we undertook cost-cutting measures within our U.S. business, reducing our staffing by nearly 700 full-time employees and reducing SG&A costs through contract and vendor elimination. We expect that these efforts will remove at least $50 million in annual costs from our U.S. operations.

On April 13, 2026, the U.K. Department for Transport announced a proposal to update minimum vehicle emissions standards to align with the Euro 7 standard implemented in the European Union. If adopted, the Euro 7 standard would set stricter standards for exhaust and non-exhaust vehicle emissions, including greenhouse gas (“GHG”) emissions. Euro 7 would also set battery durability requirements for electric vehicles (“EVs”).EVs. If finalized, stricter emissions standards could result in increased costs and affect our U.K. results of operations. The consultation period closed on May 25, 2026, however the proposal has not yet been finalized. Further, on July 6, 2026, the U.K. Department for Transport opened a consultation on its proposal to prohibit the maintenance or modification of vehicles subsequent to their manufacture that would prevent them from meeting the emissions standards in place when the vehicles were originally produced. The Department for Transport has estimated that the legislation will be passed in 2027.

On February 28, 2026, the U.S. and the State of Israel (“Israel”) commenced coordinated military operations against the Islamic Republic of Iran (“Iran”). The resulting conflict has increased volatility in global supply chains and energy markets, as well as geopolitical instability. ContinuedDisruptions disruptions affectingaffected energy supplies and critical maritime transit routes, particularly the Strait of Hormuz, could drivedriving additional increases in fuel prices and reductions in supplies, which may adversely affectaffected consumer demand for vehicles and broader economic conditions. Additionally,On June 17, 2026, the U.S. and Iran signed a memorandum of understanding intended to end the conflict couldand negativelyreopen impactthe Strait of Hormuz. However, the ceasefire has been repeatedly disrupted by renewed military operations and continued attacks in the region. As a result, uncertainty regarding energy markets, commercial shipping and broader geopolitical conditions continues, and we cannot predict the extent nor duration of any resulting impacts on our supplybusiness, chainfinancial andcondition vehicleor availabilityresults fromof manufacturers.operations.

The Supreme Court’s decision and related executive action have created uncertainty regarding the future tariff environment, including the potential for litigation, refund claims by parties directly subject to the invalidated tariffs,tariffs and the use of alternative statutory authorities by the administration to impose new or modified tariffs. We cannot predict the timing, scope, ornor outcome of future tariff‑related actions or their potential effect, if any, on our results of operations. We will continue to monitor the impact of the Trump Administration’s policies and the response of U.S. trading partners on our results of operations in future periods.

On February 18, 2026, the U.S. Environmental Protection Agency (“EPA”) issued a final rule rescinding the greenhouse gas (“GHG”) “Endangerment Finding,” which provides the authority underpinning the majority of the EPA’s GHG-related regulations, including those for emissions from new motor vehicles and engines, and the National Highway Traffic Safety Administration’s Corporate Average Fuel Economy standards. The final rule also repealed all of the EPA’s GHG emission standards for light-duty, medium-duty and heavy-duty motor vehicles and engines. Litigation challenging the EPA’s final rule is ongoing, and we cannot predict the final outcome. Certain states, such as California, have continuedpreviously to adoptadopted or have announced an intent to adopt standards regulating GHG and other vehicle emissions and setting EV targets. TheseHowever, effortson haveJune been12, subject2026, the EPA announced its transmission to litigation,Congress of four of California’s Clean Air Act preemption waivers, which allow the state to implement more stringent emission control requirements, seeking congressional resolutions disapproving of the waivers under the Congressional Review Act. California has challenged the EPA’s action in the U.S. District Court for the District of Columbia, the outcome of which is uncertain. As a result, there is significant uncertainty with respect to U.S. regulations related to GHG emissions.

U.S. Segment — Three Months Ended MarchJune 31,30, 2026 Compared to 2025

Total revenues in the U.S. during the three months ended June 30, 2026 (“Current Quarter”) decreased $157.9$243.8 million, or 4.0%,5.8%, as compared to the three months ended MarchJune 31,30, 2025 (“Prior Year Quarter”), driven by lower same store revenues and the disposition of stores.

New vehicle retail same store revenues underperformed the Prior Year Quarter, driven by a decrease in units sold, partially offset by higher pricing. This underperformance reflects affordability pressures impacting demand, as well as inventory pressure on certain brands. Additionally, the Prior Year Quarter had strong results ahead of the implementation of announced tariffs. We ended the Current Quarter with a U.S. new vehicle inventory supply of 5154 days, 13six days higher than the Prior Year Quarter.

Used vehicle retail same store revenues underperformed the Prior Year Quarter, driven by a decrease in units sold, partially offset by higher pricing. We believe this underperformance reflects the same affordability pressures impactingaffecting new vehicle demand, as well as ongoing inventory supply pressuresconstraints that constrainedlimited available vehicle selection. We ended the Current Quarter with a U.S. used vehicle inventory supply of 2632 days, consistentone withday higher than the Prior Year Quarter. Used vehicle wholesale same store revenues outperformed the Prior Year Quarter, driven by higher pricing, partially offset by fewer units sold.

Parts and service same store revenues outperformed the Prior Year Quarter, driven by increases in customer pay, warranty and wholesale revenues, partially offset by a decrease in collision revenues. Higher same store technician count resulted in an increase in customer pay repair orders, compared to the Prior Year Quarter, reflecting our continued technician recruiting and retention efforts and our greater capacity to meet increased demand. We continue to invest in ourincremental aftersalesservice capacity by undertakingthrough new dealership construction and expansion of dealerships and through expanding existing dealership facilities.

F&I same store revenues underperformed the Prior Year Quarter, driven by lower same store new and used vehicle retail units sold, partially offset by higher penetrationincome ratesper contract on most of our products offered.

Total same store gross profit in the U.S. during the Current Quarter decreased $36.3$58.5 million, or 5.5%,8.4%, as compared to the Prior Year Quarter, driven by decreases in new and used vehicle retail and F&I, partially offset by increases in used vehicle wholesale and parts and servicelower gross profit.profit across most business lines.

New vehicle retail same store gross profit underperformed the Prior Year Quarter, driven by reduced inventory availability for certain brands, a decrease in gross profit per unit sold and a decline in same store new vehicle retail units sold. Vehicle affordability continues to be a concern for the consumer.

Parts and service same store gross profit outperformedunderperformed the Prior Year Quarter, driven by decreases in collision and wholesale gross profit, partially offset by increases in customer pay and warranty gross profit, partially offset by decreases in wholesale and collision gross profit. We believe this reflects both the benefit of the strategic decisioncontinue to reduce our collision footprint in exchange forprioritize higher margin service business,business and our focus on shop efficiency.efficiency initiatives.

F&I same store gross profit underperformed the Prior Year Quarter, driven by lower F&Isame revenues,store new and used vehicle retail units sold, with similar gross profit per unit performance remaining consistent.performance.

Total same store gross margin in the U.S. decreased eight73 basis points for the Current Quarter as compared to the Prior Year Quarter.

SG&A as a percentage of gross profit decreasedincreased 167276 basis points and increased 434324 basis points on an as reported and same store basis, respectively, compared to the Prior Year Quarter.

Total SG&A expenses in the U.S. during the Current Quarter decreased $29.2$27.2 million, or 6.5%,5.8%, as compared to the Prior Year Quarter, primarily driven by ana increase$27.6 million decrease in gainsemployee recognizedrelated oncosts disposalresulting from reduced staffing as part of assetsour ofcost-cutting $40.5measures million.and lower commission expense associated with lower gross profit. Total same store SG&A expenses in the U.S. during the Current Quarter, increaseddecreased $2.5$16.7 million, or 0.6%,3.7%, as compared to the Prior Year Quarter, primarily driven by a decrease in employee related costs as described above, partially offset by the absence of CDK outage related credits recognized in the Prior Year Quarter that did not recur in the Current Quarter, as well as higher third-party and professional service fees. These increases were partially offset by lower legalmanufacturer feesadvertising andassistance employeeas relateda costs.result of decreases in units sold.

U.K. Segment — Three Months Ended MarchJune 31,30, 2026 Compared to 2025

Retail new and used vehicle units sold include new and used vehicle agency units. The agency units and related revenues are excluded from the calculation of the average sales price per unit sold for new vehicles as only the sales commission is reported within revenues. The agency units and related net revenues are included in the calculation of gross profit per unit sold. The GBP to USD foreign currency exchange rate has fluctuated from £1 to $1.294$1.372 at MarchJune 31,30, 2025, to £1 to $1.322$1.324 at MarchJune 31,30, 2026, or ana increasedecrease in the value of the GBP of 2.2%.3.4%.

Total revenues in the U.K. during the Current Quarter increaseddecreased $59.7$74.7 million, or 3.8%,4.9%, as compared to the Prior Year Quarter, driven primarily by higher same store revenues and the acquisitionimpact of stores.dealership dispositions.

Total same store revenues in the U.K. during the Current Quarter increasedremained $130.3 million, or 8.8%,flat, as compared to the Prior Year Quarter, drivenas byincreases outperformances across nearly all lines of business, led by used vehicle retail,in parts and serviceservice, new vehicle retail and F&I, partiallynet revenues were offset by a decline in used vehicle wholesale.revenues. On a constant currency basis, same store revenues increaseddecreased 2.2%,0.6%, reflecting underlying growth acrossin mostparts businessand lines,service, withF&I, thenet exception ofand new vehicle retail andrevenues, offset by a decline in used vehicle wholesale.revenues.

New vehicle retail same store revenues decreasedincreased 1.6%,0.4% on a constant currency basisbasis, as compared to the Prior Year Quarter. TheNew decreasevehicle occurredretail despiteunits increasessold increased 3.9%, driven by higher volumes of retail agency unit sales. Because agency vehicle sales are recognized on a net basis, these units are included in bothretail unitvolume salesmetrics andbut excluded from the average selling pricesprice incalculation, USD,which asincreased average selling prices declined7.4% on a GBPconstant currency basis. The Current Quarter ended with a U.K. new vehicle inventory supply of 1936 days, an increase of threefour days compared to the Prior Year Quarter.

Used vehicle retail same store revenues increaseddecreased 6.0%0.6% on a constant currency basisbasis, as compared to the Prior Year Quarter, driven by increasesa decrease in bothused unitvehicle salesunits andsold, partially offset by a constant currency increase in average selling prices.price. The Current Quarter ended with a U.K. used vehicle inventory supply of 4243 days, ano decreasechange of five days compared tofrom the Prior Year Quarter. Used vehicle wholesale same store revenues,revenues decreased 21.1% on a constant currency basis, underperformedas compared to the Prior Year Quarter, primarily duedriven toby a declinedecrease in wholesale used vehicle units sold.sold, as well as a decline in average wholesale values.

Parts and service same store revenues increased 8.4%4.5% on a constant currency basisbasis, as compared to the Prior Year Quarter, driven by increases inacross customerall pay,business warrantylines, andled by wholesale revenues,parts partially offset by a decrease in collision revenue.revenues. We have invested in improvements to our U.K. customer contact center, streamlining operations to make scheduling appointments easier for customers, resultingwhich inalso ancontributed increaseto inincreased customer pay parts and service activity driving an increase in revenues as compared to the Prior Year Quarter.

F&I, net same store revenues, increased 3.8% on a constant currency basis, outperformedas compared to the Prior Year Quarter, driven by higher income per contract from our retail finance fees, improved penetration rates on vehicle service contracts and higher new and used vehicle retail unit sales.

Total gross profit in the U.K. during the Current Quarter increaseddecreased $13.7$5.0 million, or 6.3%,2.4%, as compared to the Prior Year Quarter, driven primarily by the acquisitionimpact of storesdealership and improved same store performance.dispositions.

Total same store gross profit in the U.K. during the Current Quarter increased $24.5$3.8 million, or 12.1%,2.0%, as compared to the Prior Year Quarter. On a constant currency basis, total same store gross profit increased 5.3%,1.6%, driven by increases in new vehicle retail, parts and service,service and F&II, andnet usedgross vehicle retail,profit, partially offset by downwarddeclines pressure on new vehicle retail andin used vehicle wholesalegross margins.profit.