Advance Auto Parts CEO has $486K in shares withheld

Advance Auto Parts’ CEO had shares withheld to cover taxes on RSU vesting, with over two hundred thousand shares still held directly.

Rhea-AI Filing Summary

ADVANCE AUTO PARTS INC (AAP) reported that Director, President and CEO Shane M. O’Kelly had 11,437 shares of common stock withheld on September 18, 2026 to pay tax liability at vesting of previously granted restricted stock units. After this tax-withholding disposition, he directly holds 203,270 shares of AAP common stock.

Insider Trade Summary

Tax Withholding: 11,437 shares

Tax Withholding 1 txn

Insider OKelly Shane M

Role Director, President and CEO

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock F1	11,437	$42.55	$487K

Holdings After Transaction: Common Stock — 203,270 shares (Direct)

Footnotes (1)

1. F1. Represents shares withheld to satisfy taxes at vesting of certain time-based restricted stock units granted on September 18, 2023 and vesting in three equal annual installments beginning on the one year anniversary of the grant date.

Key Figures

Shares withheld for taxes: 11,437 shares Share value used for tax withholding: $42.55 per share Implied transaction value: $486,509.35 +1 more

4 metrics

Shares withheld for taxes 11,437 shares Common stock withheld on September 18, 2026 to pay tax liability at RSU vesting

Share value used for tax withholding $42.55 per share Valuation per share for the 11,437 withheld shares

Implied transaction value $486,509.35 11,437 shares withheld multiplied by $42.55 per share

Shares held after transaction 203,270 shares Direct ownership of AAP common stock by Shane M. O’Kelly after the tax-withholding disposition

Key Terms

restricted stock units, withheld to satisfy taxes, Form 4

3 terms

restricted stock units financial

"vesting of certain time-based restricted stock units granted on September 18, 2023"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

withheld to satisfy taxes financial

"Represents shares withheld to satisfy taxes at vesting of certain time-based"

Form 4 regulatory

"The Form 4 states the transaction was a payment of tax liability"

Form 4 is a official document that company insiders, such as executives or major shareholders, file with regulators whenever they buy or sell company shares. It provides transparency about how those with inside knowledge are trading, helping investors see if insiders are confident in the company's prospects or may be selling for personal reasons. This information can influence investor decisions by revealing insiders' perspectives on the company's value.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did AAP report for CEO Shane M. O’Kelly?

AAP reported that Shane M. O’Kelly had 11,437 shares of common stock withheld on September 18, 2026 to pay tax liability upon vesting of certain time-based restricted stock units.

Was the AAP CEO’s Form 4 transaction a market sale or a tax withholding?

The Form 4 states the transaction was a payment of tax liability by delivering or withholding securities, meaning shares were withheld for taxes at RSU vesting, not an open-market sale.

How many AAP shares does the CEO hold after this Form 4 transaction?

Following the reported tax-withholding disposition, Shane M. O’Kelly directly holds 203,270 shares of Advance Auto Parts common stock.

At what price were the AAP shares valued for the CEO’s tax withholding?

The 11,437 shares withheld for taxes were valued at $42.55 per share, according to the Form 4 disclosure.

Were AAP CEO Shane M. O’Kelly’s transactions under a Rule 10b5-1 trading plan?

No. The Form 4 indicates the Rule 10b5-1 checkbox is not affirmed, and the footnote explains the shares were withheld to satisfy taxes at vesting of restricted stock units.

What award caused the AAP CEO’s tax-withholding share disposition?

The footnote explains the withholding relates to time-based restricted stock units granted on September 18, 2023, which vest in three equal annual installments beginning on the one-year anniversary of the grant date.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/22/2026 - 04:03 PM Accepted by SEC EDGAR 09/22/2026 - 04:02 PM Learn about SEC filing dates

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

OKelly Shane M

(Last) (First) (Middle)

4200 SIX FORKS ROAD

(Street)

RALEIGH NORTH CAROLINA 27609

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
ADVANCE AUTO PARTS INC [ AAP ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Director, President and CEO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
09/18/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	09/18/2026		F		11,437(1)	D	$42.55	203,270	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents shares withheld to satisfy taxes at vesting of certain time-based restricted stock units granted on September 18, 2023 and vesting in three equal annual installments beginning on the one year anniversary of the grant date.

	/s/ Amanda L. Keister, as Attorney-in-Fact for Shane M. OKelly	09/22/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)