Advance Auto Parts CEO RSU Tax Withholding Lowers Holdings to 169,590 Shares

Rhea-AI Filing Summary

Advance Auto Parts insider filing shows routine tax-withholding on restricted stock units for CEO Shane M. O'Kelly. The Form 4 reports that on 09/18/2025 11,505 shares were disposed (withheld) at an indicated price of $60.12 to satisfy taxes upon vesting. After the withholding the reporting person beneficially owns 169,590 shares directly. The filing identifies O'Kelly as both a director and the company's President and CEO and is signed by an attorney-in-fact on his behalf. The filing notes the withheld shares relate to time-based restricted stock units granted on 09/18/2023 that vest in three equal annual installments.

Insights

Financial Analyst

TL;DR: Routine tax-withholding on vested RSUs reduces insider share count; no new sales or purchases reported.

The transaction is a standard payroll tax withholding event tied to RSU vesting rather than an open-market sale. Withholding of 11,505 shares at $60.12 lowered the reporting person’s direct holdings to 169,590 shares. Because the disposal is to satisfy tax obligations on previously granted equity, this filing does not indicate a change in the executive’s economic exposure beyond the net share reduction from withholding.

Corporate Governance Expert

TL;DR: Disclosure complies with Section 16 timing and identifies relationship; no governance red flags evident.

The Form 4 clearly identifies the reporting person’s roles as director and President and CEO and documents the nature of the withheld shares as tax satisfaction for time-based RSUs granted 09/18/2023. The signature by an attorney-in-fact is noted and dated 09/19/2025, consistent with routine filing practice. There is no indication of unreported related-party transactions or departures from standard equity compensation administration.

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

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

1. Name and Address of Reporting Person^*

OKelly Shane M

(Last) (First) (Middle)

4200 SIX FORKS ROAD

(Street)

RALEIGH NC 27609

(City) (State) (Zip)

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

3. Date of Earliest Transaction (Month/Day/Year)
09/18/2025

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

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

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

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	09/18/2025		F		11,505(1)	D	$60.12	169,590	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.

Remarks:

	/s/ Amanda L. Keister, as Attorney-in-Fact for Shane M. OKelly	09/19/2025
	** 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.

FAQ

What did Advance Auto Parts (AAP) CEO Shane M. O'Kelly report on the Form 4?

The Form 4 reports 11,505 shares were withheld to satisfy taxes upon vesting of RSUs on 09/18/2025, leaving 169,590 shares beneficially owned.

Why were shares disposed of according to the filing?

The filing states the shares were withheld to satisfy taxes related to time-based restricted stock units granted on 09/18/2023 that vest in three equal annual installments.

What price is shown for the withheld shares in the Form 4?

The transaction lists a price of $60.12 for the withheld shares.

Does the Form 4 show an open-market sale by the CEO?

No. The Form 4 indicates the shares were withheld for taxes on vested RSUs, not sold in the open market.

Who signed the Form 4 for the reporting person?

The Form 4 is signed by Amanda L. Keister as attorney-in-fact for Shane M. O'Kelly on 09/19/2025.