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✓ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington , D.C. 20549 FORM 10 - K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 ( d ) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31 , 2020 or TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 ( d ) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number : 1-13461 Group 1 Automotive , Inc. ( Exact name of registrant as specified in its charter ) Delaware ( State of other jurisdiction of incorporation or organization ) 800 Gessner , Suite 500 Houston , TX ( Address of principal executive offices ) Title of each class Common stock , par value $ 0.01 per share ( 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 : Ticker symbol ( s ) GPI No No p Securities registered pursuant to Section 12 ( g ) of the Act : None . Indicate by check mark if the registrant is a well - known seasoned issuer , as defined in Rule 405 of the Securities Act . Yes þ 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 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 p No " 76-0506313 ( I.R.S. Employer Identification No. ) Large accelerated filer р Non - accelerated filer □ 77024 ( Zip code ) 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 p No Name of exchange on which registered New York Stock Exchange 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 ☐ 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 . Indicate by check mark whether the registrant is a shell company ( as defined in Rule 12b - 2 of the Act ) . Yes No p The aggregate market value of common stock held by non - affiliates of the registrant was approximately $ 1.1 billion based on the reported last sale price of common stock on June 30 , 2020 , which was the last business day of the registrant's most recently completed second quarter . As of February 15 , 2021 , there were 18,095,702 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 2021 Annual Meeting of Stockholders , which will be filed with the Securities and Exchange Commission within 120 days of December 31 , 2020 , are incorporated by reference into Part III of this Form 10 - K .